A New Direction
by Flight Moore
Summary: Sequel to I Am Hydra! Past becomes the present and enemies thought dead resurface. A.I.M., possibly, and a few others. The team works together, becoming a family as they fight to protect one another and protect the flying hellicarrier they live and work from! Read and Review and tell me what you think XD
1. Chapter 1

**Hello Avengers fans! **

**Down below is a sequel to my story **I Am Hydra**!**

**If you haven't read the story it'll be-mostly-explained I think throughout this story of who she is. I'm sure you'll get the gist fairly quickly :) **

**Drop a review and tell me what you think!**

**Enjoy XD**

* * *

**Introductions.**

Director Fury sat at the end of the table with his hands clasped together on the table. He had a very determined yet angry look as he waited for the Avengers to show up.

"May I ask why we have been summoned Director Fury?" Thor asked, slightly yelling. He had been working on his natural bellow and seemed to be doing okay at keeping it softer.

"For now just sit until the others arrive," Fury stated. "I will say when everyone has arrived."

Thor looked at him curiously, becoming more curious since he didn't answer. He walked over and took a seat on the right of the table, contemplating what could be so important to summon the whole team. A planet invasion? A mutant disturbance?

Natasha and Clint entered the room, whispering between each other as they did. They took a seat across from Thor, asking for no explanation from Fury. They wore normal, everyday clothes, having not found it important enough to get into the SHIELD uniforms.

Natasha smiled at Thor, "How are you Thor? Adjusting well?"

He smiled brightly. "I have been told that I am doing as good as a monkey given a rubric cube. I do not know if that is a good thing or not. As well, will you tell me what a rubric cube is? Jane will not tell me."

Clint laughed and Natasha elbowed him in side. She gave him a dirty look and then smiled back at Thor. "You are doing great Thor. Keep up the good work and you'll be adjusted in no time." Clint laughed again, receiving a curious and annoyed look. "Ignore him, he's acting like a child right now."

Bruce entered the room quietly, taking a seat beside Thor. He gave him a shy smile and focused on the table, wishing to deny himself any attention from the team. Tony entered a few moments later, talking on a Bluetooth. He had a big, cocky grin on his face. He wore a very nice pin-strip suit with a pink button-up on underneath.

"Alright then. I don't know what to say to that. I'm very excited to see the turn out. But until you've got the end don't call me please. I'm busy for a while now." He laughed. "Goodbye." He took a seat next to Bruce, smiling around at the group. "Hey, guys. How's everyone's vacations going now that its been interrupted? Going good I hope."

He received a glare from Natasha. She's never bee too impressed by him. "We've been good. I see you're actually dressed for work, are you working again Mr. Stark?" She asked, folding her arms over her chest.

Tony beamed, "Absolutely. I'm bored and it's a great output for said boredom. And then when I'm bored with that Pepper will just keep going with it like she has been. I'm just stepping up and helping a little again." He shrugged. "Never know I may just stay with it and junk the suits."

Bruce smirked and laughed harshly. "That'd be like you giving the suit to the government. You'd never do that, much less destroy the image you created."

Tony smirked and laughed.

"What's going on Fury? Is there some big disaster going on that we don't know about?" Steve asked as he entered the room. He took a seat next to Clint, expecting an answer. Impatiently, "Director Fury?"

Director Fury looked up at the team in front of him, having been contemplating something. "There are no immediate problems facing Earth. We are not under siege by any threats." He took a deep breath and sat back in his chair.

"So wait, we're here because you just want to talk to us?" Tony asked, tilting his head to the side in disappointment. "This isn't some important circumstance putting people endangered?" He smiled. "I feel honored you'd call to talk."

Thor, Bruce, and Steve laughed quietly, trying to hide it.

Fury glared at him. "This was no crisis call Mr. Stark. Rather a call for replacement. As in the Council is going to replace me due to my actions during the New York incident."

That silenced the team.

After a moment of surprised silence Natasha leaned forward in her chair. "They can't do that. You saved them from the consequences of their actions." She glared, not at Fury but at the thought of the Council. "What are they going to do about the team? Disbanding us until we are needed again."

The Director frowned. "They believe that—"

"They just want someone else who will follow their orders no matter what they throw at them. Hill, I would suspect will be our new "liaison" right?" Tony asked with a tone of disappointment.

Fury smirked and then lost the smile. "I may not agree to this replacement they have decided but I agree highly with who they've chosen. It is not Hill, she will still be standing in as Second though. Now, there are a few ground rules I would like to place on the table before she comes."

Bruce gave him a suspicious look. "We need ground rules for our new "liaison"?" He lifted an eyebrow and looked at Tony quick before looking back at the Director.

"It sounds childish but…" He didn't finish that statement and left them thinking about it. "There are a few circumstances that s—"

* * *

I stood in the hall right outside of controls, waiting impatiently for Director Fury to finish my introduction. I was ancy to get to see and meet the Avengers for the first time, even more so to see Mr. Rogers and Mr. Stark. I hadn't seen Anthony since he was a boy and now he was a man… I knew about his character and how he was-just like his father… Steve has only been awake for a year or two now so he's still adjusting to the time change. I have hopes of helping him through it but being as the last thing he remembers doing was fighting Hydra he may not be so accepting of me due to my scars.

Nick wanted to put down some ground rules for how they should act when they meet me but I've never been taught to lead that way. I've been taught to give the rules, not to play by them. Ground rules, depending on what they are could make them untrusting and suspicious. They don't know me and I'm taking the spot of a trusted friend and leader. I know how I would act: I'd question every bit of their character and leadership ability.

I'm just going to go for it and allow them to do that. Let them learn whom I am on their own terms and not those given by Nick.

I walked into controls. "Is that really how to start this relationship off as, Director?" I asked, emphasizing the label that I would soon have.

I walked past the team quickly, using my strawberry hair as a curtain between my face and them. I didn't want them suspicious just yet.

"I like what you've done with the place. You've made it work, though you've got one eye so why'd you put the leads on both of your sides?" I laughed lightly. The memory of how Nick lost his eye replaying in my mind.

I would never forgive myself for that. Ever.

I looked out at the deck below, scanning the controls and workers diligently working. "I agree that there may need to be a few ground rules placed before everyone see's me but lets see how they react when they see me." It was a risk I very much so wanted to make. "They need to trust me on their own terms and not yours."

Nick gave me a serious look, one that told me not to do this. There were two ways this introduction could go. One way was they accepted me and held their cautions at bay for a later time and two was that they were aggressive and immediately untrustworthy of me.

"You know that may not be a very good idea." He looked pointedly at Tony and Steve. "They may not be so accepting of their past."

"Who are you lady?" Tony asked impatiently.

Fury shook his head at me, "Let me put some ground rules down."

I shook my head and gave him a kind smile.

I turned around and faced the team. "I am Phyllis Thompson Anthony. Many have called me Lady Liberty. I am a Super Soldier. And I am the new Director of Shield."

Straightforward.

Each of them all had a different look as they stared at me. Clint seemed instantly guarded and no longer smiled or laughed. Natasha stared, open mouthed at my throat, a pained look crossing her face. Thor just looked surprised. Bruce seemed mildly amused by the dramatics but he kept looking between my eyes and my neck. Anthony blinked multiple times, a look of disbelief and a mix of something else on his face. Steve seemed rather curious but once he made out the scar on my neck there was an angry and untrusting look in his eyes.

Honestly, all of the boastful air left me and I didn't know what to say.

Anthony stood up and marched out of Controls. I flinched at his departure; slightly hurt by the back turn he gave me. I was understanding of him but I did not expect an instant reaction like that from him. I guess I had dreams of just regrouping from the past.

"Tony?" Natasha asked in slight confusion and annoyance from his sudden departure. She looked back at me, a wrinkle forming between her eyebrows. "What makes you eligible to be the Director exactly? What's your fighting experience?"

"Give or take fifty years enough to lead?" I asked, slightly snapping at her. I shouldn't have said it like that but I did. This had gone the two way and they were suspicious and untrustworthy of me.

She glared at me but said nothing.

"Phyllis," Fury said quietly behind me.

I sighed, hanging my head for a moment. "I was hoping that our "friendship" could start off with trust and kindness and not the way it has." I looked up at the team remaining. "I am sorry for the course of this introduction and the immediate actions of Mr. Stark. It is my fault that he left and it is my fault that you may not yet trust me. Though for a few," I looked at Steve. "I think it's merely a matter of learning about me and knowing that I am not an enemy nor wish to become your enemy."

I turned around to look at Nick. He gave me a slightly disappointed look. "That could have gone better," He stated. He stood up beside me and adjourned the meeting. "The team is to remain on base until given orders by Director Thompson. Is that understood?"

The team nodded and slowly dispersed. Thor and Bruce were the first to leave and Steve was the last to leave. He gave me a long look but asked me nothing. I could see that he wanted to. I know I had wanted him to.

Nick sat back down and I leaned against the table looking out over Controls. I laughed sadly, "Maybe ground rules should have been in place." Nick gave me an "I told you so" look and I stopped laughing. "I had hopes that it would've gone well. Hopes that I could pick up with Anthony where I had left off."

"He was seven years old. I'm surprised he even recognized you." Nick stated. "Though I am not surprised by how he acted. He likes the dramatics if not a little too much."

I crossed my arms over my chest, rubbing the age-old scar on my neck. That was one of the turning points of my introduction. Part of the reason why they were immediately suspicious of me was because of the Hydra scar on my neck.

"They haven't even seen the brunt of it," I stated quietly. "What will they do when they see the rest of the brands?" I sighed, realizing that was unimportant right now. "I need to go talk to Anthony."

Nick understood and nodded.

I stood up and left the room.


	2. Chapter 2

**Like Father Like Son.**

I walked through base and down into the science lab where I found both Mr. Stark and Dr. Banner. Only Dr. Banner looked up at me when I entered. Anthony either, pointedly ignored me or just did not know I entered.

I looked at the Doctor. "Will you let me talk to Mr. Stark for a moment alone please?" I asked kindly. He gave me a curt nod and quickly scuttled out of the lab. I watched him leave until the doors closed behind him.

"I didn't actually believe it was you. How much you still looked the same…incredible honestly." He poked around on a screen and then turned it to face me. "I instantly came here to look up the files I had buried so deep I thought they might actually be gone. Sadly, they weren't and look what I found. Evidence that you are the woman in the picture."

It was an image of Anthony and I when he was a little boy, maybe five at the most. I was helping him open his Christmas presents. We both looked over joyed, like a parent and her child. Yet Anthony was not mine.

He looked at me, stone faced but said nothing.

"I am so sorry Anthony," I started.

He looked at me his expression turning into anger. "Sorry doesn't even cover it Lib-Director." He stated harshly. "What exactly did you expect when you came into leadership here, with us? Did you expect to just continue from where we left off? I was seven when you left!"

I flinched.

"When I asked my father why you hadn't come back, why I stopped receiving your postcards, do you know what he'd say to me?" He paused. "He'd tell me that you'd forgotten about us, forgotten me. He didn't say dead-he said forgotten. He told his own son that the only person who seemed to care about him had forgot him! After so long without hearing from you I had to believe that you were dead, I couldn't, I wouldn't except that you forgot about me. And now here you are. Alive. In front of me, wishing to continue like I were still seven."

"Yes, I had wanted to come here-try to continue from when I had left you." I shook my head, tears escaping my eyes. "I had hopes of meeting the mature, grown up Anthony that little seven year old had become. I had wished to start in a new direction but not to continue with it Anthony." I quickly cleared my eyes, hating that this had come about this way. He was reminding me like his father, so much like Howard. Too much… "I am sorry Anthony. I am so sorry that I left you alone to deal with your father."

He stared down by my feet, his jaw clenching. "Why didn't you come back? You were obviously alive, why not come back?" He looked back up at me, putting his hands in his pockets.

My lip quivered and the thoughts and reasons were nearly boiling over. "That last time I left Anthony…that last time affected me in a dangerous way." I wiped the tears off of my cheeks. "Have you ever asked Nick how he lost his eye?" I asked with a quivering smile.

He shook his head.

"I did it," I stated. I shook my head, ashamed in myself. "It was some time after I had been captured by Hydra, some time after I had received these," I gently touched the scar on my neck. "I had been left scarred, both mentally and physically. I was hurting innocents because of it and I wouldn't risk your safety. I didn't want to scare you."

"Why not send postcards then?" He asked.

He held a blank and guarded stare. I couldn't tell if he was accepting this or not.

I pulled out a small, couple of old and rumpled letters. I walked forward and set them on the table next to him. I paused there, trying to flatten them out. I could see Anthony still stared out at the floor, his jaw clenched. Three letters and two post cards.

I turned and looked at him. He still stared out at the floor. "Your father sent them back." I took a deep breath.

Still he said nothing and didn't look at me.

I shook my head trying to keep fresh tears at bay. "I had expected more from you Anthony. I had hoped to see some of that spirited little seven year old."

I turned to leave and then turned back around. He was looking at me when I turned. "I am ordering you to talk to Fury before he leaves. Since I know that you probably aren't hearing me, I expect you to listen to what he tells you."

He crossed his arms. "What would Nick know?" He still showed no emotion.

"He's the good man in this scenario. Aside from that you are too little to beat any adult up young man. But I suppose you aren't young anymore, are you?"

This time I left. Leaving Anthony as he slowly remembered.

I nodded at Dr. Banner as I passed but said nothing. This was harder than I thought it would be. I could only imagine Nick's eye roll and the Commandos disappointed and gruff looks they'd be giving Anthony. They had known him just as well as I because of how much I had ranted on about him like he was my own son. I had held such a love for the little boy who was all grown up…and so different now. They would not have appreciated his attitude toward me no matter the distance we now had between us.

God I wished they were here now…

These first few weeks were going to be tuff and if nothing else just about getting to know the team and crew.

"Excuse me, Director Thompson," A woman said, interrupting my thoughts.

Agent Hill caught up with me and walked beside me. I gave her a kind smile, something I don't think she had expected. She fumbled for a moment. "Fury had given me a last order to delete any computer files of you as well as bring you all of the hard copies we have to you." She handed over a fairly large manila folder.

I lifted an eyebrow in surprise. I had forgotten my age for a moment but when I saw this I remembered how much I had done and how old I really was.

"Thank you Agent Hill." I peeked inside the folder, looking through the papers until I saw the photos from after Hydra abducted me the second time. A thought occurred to me. "Have you read my file Agent Hill?"

"No Ma'am. I myself did not know about the replacement until just today."

I handed the file back to her. "Read it. I would assume that it begins from the bottom since the top page is my agreement form to replace Mr. Fury."

She stopped walking. "Ma'am?" She asked skeptically.

I stopped and turned to face her. "Honestly Agent Hill, I just need someone to understand who I am before coming to conclusions by my scars. I want only you to read this, no one else please. Take the rest of the day if you wish. You've got about fifty years of reading to do."

I continued walking. "Good day Agent Hill."


	3. Chapter 3

**Soldiers Talk.**

I walked into Controls with a frown. "I want this thing in the air immediately," I ordered. "I want to be in the air and flying over the ocean. We need to keep an eye down below."

Men and women rushed around, barking orders at each other and pressing buttons. There were a few soft bumps that signaled the propellers were coming up and the flight engines were turning on. I looked back and forth between the two lead consoles I stood between. I was either going to have to live with the split control or have it changed. After a moment we were gaining lift and increasing speed as we got in the air. It was an amazing and jolting feeling. Something I was very fond of.

Agent Hill came into Controls and stood by my side. "Director." She greeted.

I kept looking forward, smiling at the sunlight that came into Controls. It was a beautiful day, yet so filled with judgment and turmoil. "Is Mr. Rogers in the training room?" I asked Hill.

"I believe so Ma'am."

"Keep watch," I turned my back on Controls. "I am going to go have a conversation with Mr. Rogers."

She nodded and walked with me to the door. "You are a great fighter Director and I am honored to be your Second." She held out her hand for me to shake.

I beamed, making her slightly confused. She may not get used to a Director smiling. I shook her hand, "Thank you Agent Hill. I take it you finished reading my file. Easy read I hope."

She nodded but did not smile. "I did, yes. It was…undisputable. You are a strong and capable leader and we are honored to have such a Director." She gave me a kind nod and then left to stand at attention at the leads. A prim soldier she was.

The team was split around base. Agent Barton had turned to the shooting range to soothe his boredom. Agent Romanoff… I did not know where she had gone which may be a problem. Dr. Banner and Anthony stayed cooped up in the science division, working on minor things they had brought with. And Mr. Rogers kept himself preoccupied between the training room and a good book.

Even before I entered the training room you could hear the soft, jazz music playing inside. Walking into the training room was like walking into the past, a time when there were not many choices of equipment to use. A few new things had been brought in of course and shined compared to the others.

Steve was lifting some weights in the far corner, not noticing my entry.

"Even though you are a Super Soldier it is still smart to have a spotter when lifting," I stated as I walked over to him.

He hooked the bar and sat up quickly. I stopped walking, sensing that he didn't want me any closer than I was. Being he was a man from the past I have expectations of the gentleman attitude that men had then and not the cocky and rude ones like Anthony carried. He, though, seemed upset and disgruntled.

He opened his mouth to talk but I quickly interrupted remembering how it had gone letting Anthony speak first. "I am not your enemy Mr. Rogers. Far from. I am here seeking your trust and friendship. So please, consider that for a moment before you speak."

He took a deep breath and relaxed a little; lessening the glare he gave me.

That was a good start.

He clasped his hands together on his lap as he leaned forward. "I do not know who you are and I may have jumped to conclusions earlier Director Thompson," He looked up, looking at my scar and then at my eyes. "I am not normally this rude to-anyone but I have never trusted anyone who bears the Hydra emblem." He clenched his fists and then released. "Also Dr. Erskine died after I became a Super Soldier and no one has been able to replicate the serum as far as I've been told."

He gave me a look that demanded answers.

I took a seat on a nearby stool. "I had never and would never work for Hydra. Factions of Hydra had began to reappear and the Commandos and I," The mention of the Commando's peeked his interest. "We were on a job to take down those factions and during a mission in Bulgaria I had been taken, tortured and nearly killed for the reason of wanting to." I subconsciously rubbed the scar on my neck, the memories of the days replayed in my mind. I squeezed my eyes shut as I remembered the pain... "They branded me multiple times with their emblem. They probably thought it was poetic justice by branding me, a statement that told everyone I was their product and not America's but I didn't ask…"

Steve stared at me, his mouth slightly open in surprise.

"It was in the middle of the war when I was taken hostage by Hydra. I had just docked in Italy and given my nursing station," I smirked looking up at Steve. "I was going to be working with the 107th." He didn't smile though and I looked back down at the floor. "We were hustled to our vehicle and inside it we were tied and gagged. They brought us to one of Hydra's many facilities and experimented on us. A doctor there had perfected his own version of the serum and unlike your quick injection process; the process I went through took about two hours.

"The needles must have been six inches long that he'd used on me. And the pain that followed…the intense burning pain was like no other I had ever felt." My body trembled at the memory. "After three rounds of a dozen needles each round I was finally finished. I had lived through the transformation. I was the only one to live through it…"

"I am terribly sorry Director," He said. I looked up at him and saw he was angry with himself and sad for me. "I did not mean for you to have to relive your past. I did not think…"

I smirked with a slight huff. "Didn't think it was so torturous? You had no idea Mr. Rogers. I do not blame you for thinking ill of me the moment you saw me. I would have done the same." I laughed bitterly. "None of you have any idea who I am. I wanted it that way so that I could say it. I didn't want the team reading up on my file and pitying me for what I had gone through. Not everything I went through was horrid, in fact I had many good times."

He gave me a small smile. "Why not just tell us all at once? Why not have a meeting or something?"

I lifted my eyebrows. "I tried but it didn't go so well. If Anthony had stayed I would have…"

"You knew him didn't you?" Steve asked with a kind tone.

I laughed shakily. Anthony was a tentative subject for me still. "I did indeed. From the time he was born to nearly eight years old. I loved him like he was my own son…" I looked up at Steve, smiling kindly at him. "He is brash because he thinks I abandoned him."

"Did you?"

"No!" I slumped in the stool, staring at the floor. "The last time I left him was when I was captured by Hydra and given these new scars."

Steve frowned. "Has he heard you out?" He looked disappointed, a knowing look crossing his face. "He hasn't has he?"

I shook my head. "No. He's being stubborn and blocked my attempt the first day. I've ordered him to talk to Fury before he goes but he may not." I straightened my jacket as I stared at the memory of Howard. "He's a lot like Howard…"

He stared angrily at the ground.

I watched him from the stool, knowing that he wanted to go and confront Anthony. It was his gentleman way, kind and supportive of those he trusted, or in my case those he had just met and understood. He and I shared more in common than anyone else on this ship.

"Tell me something Mr. Rogers." I smiled at the thought crossing my mind, "Have you contacted Peggy since you woke?"

He gave me a surprised look but didn't answer. He had a determined look on his face as he looked past me and at the doors.

"I will fix the bridge between me and Anthony. I did not tell you that so you could. It is something I must do, alright?" I gave him a hard stare, seeing the stubborn clench of his jaw. "Is that understood Soldier?"

He looked at me, taken aback by my authoritative tone. "Yes Ma'am." He stared for a moment and then looked down at the floor, rubbing his hands over his knees. "I have yet to contact her… What would I say?"

I smiled at him, "Listen, she's probably got a lot to tell you. You've been under ice for seventy years while she's been living on." He looked sad and a little lost. He didn't belong in this time or place, where he was still young and all those he knew were either old or dead. It was hard for him to fathom that fact. "Would it be so hard? She saw you on TV Steve…she saw the suit that helped save New York."

He looked up at me, "How do you know?"

"Because I have her on speed dial."

He looked at me in confusion, not understanding what that meant.

"I'll explain the meaning later Rogers. But for now I'm ordering you to call Peggy and talk to her," I stood up and smiled at him. "I know she's waiting to hear from you. So get to it Rogers."


	4. Chapter 4

**Cut your loses.**

"You were that woman's son before you were Maria's."

Tony turned around to see Fury standing in the doorway to the science lab. He walked in, crossing his arms as he did. "I have known you since you were born Stark. I knew when you wet the bed, when you had nightmares, and even when you asked her to protect you from your father."

Tony's lips formed a straight and stubborn line. "I would assume as much as being the Director of SHIELD."

Fury glared at him, leaning against a table. "I don't know that because of SHIELD. You were a popular subject with Miss Thompson, actually you were one of the only things she could talk about for some time." He looked away and smiled, laughing lightly at a memory. "You may not remember this, but we, being the Commando's, her and I, took you out to the zoo when you were four… Not a one of us would have guessed you weren't her son."

Tony pointedly slammed the wrench he was holding on the table. He simmered quietly as he stared at the table. "I would rather not talk—"

Fury shot him a hard look. "And just forget it? Bury it so deep that you can't feel any pain from it?" He laughed mockingly. "That's what you do Stark. You bury your emotions so you don't feel anything. You hide behind a cocky attitude and a glass of whiskey. Do you consider how your actions hurt those around you?"

"Name a time when a smile hurt someone?" Tony demanded, pointing at Fury. "Name a time when I hurt someone else because I buried the pain?"

Fury just looked at him not saying anything.

Tony held his stare and then gave Fury his brightest cocky smile. "Some may say it's protecting one's self from the mental pain and others would say it's avoidance. I say it's a way of being self-assured that you don't put to much trust into others that your heart gets broken when they abandon you." Tony turned around to continue working on the small engine. "I don't have time for this right now-Nick."

"All you've got right now is time. You are grounded here until Director Thompson releases you. If you don't talk now I will be back later Mr. Stark."

Tony turned to face him, waving the wrench in the air at him. "Why are you trying to do whatever it is your trying to do? Aren't you suspended or something? Don't you have some other army you need to go growl at?"

Fury glared at Tony angrily. "Phyllis Thompson is one of my oldest friends. She has saved me and many, many others on multiple occasions. Including you."

"What, you want to repay her good deeds by trying to get through to me that she didn't abandon me, that she didn't forget me? I understand that," He rolled his eyes. "She had a duty to the world to follow. She was a Super Soldier after all, isn't that what they're made to do? Save the planet?"

Fury sighed heavily, squeezing the bridge of his nose. "Has she done something to you to deserve the same treatment you are giving me Mr. Stark?"

Tony cocked his head to the side slightly befuddled by the question. "What?"

"Did she deceive you?"

Tony's head flinched back, "No…"

"Did she hurt your feelings?" Fury looked up at him when he didn't say anything. "Your feelings are hurt because she didn't talk to you before this, right? You are hurt that she's alive when all this time you've thought her dead. And that she didn't contact you at any time while you were growing up. Didn't tell you that everything was okay, that she was okay. Am I right?"

Tony's mouth opened slightly to refute what he said but he slowly closed it.

"Aside from your father and the many dangerous situations—"

"What does my father have to do with this?" Tony snapped angrily.

The comment caught Fury off guard. He gave Tony a long look, "You are still a boy yet Stark." Fury moved to a closer table, taking a seat on one of the chairs. "Why don't you take a seat Tony, we've got a lot to talk about." Tony begrudgingly complied, taking the seat across from Fury. "Howard was Phyllis' first love. She adored that man for reasons I do not understand. He had many women in his life and didn't keep just one. He was just dragging Phyllis along for quite a few years until—"

"Until Maria, right?" Tony asked. "Until she came to him saying she was pregnant with me. He always told me that there were moral rights to following love and following those you change by accident. It was drunken philosophy until now."

Fury nodded, blinking slowly. "The day she received a letter from him was one of the worst days of her life. He wrote to her saying that they couldn't be together anymore because he couldn't abandon Maria. Couldn't abandon his child." Tony gave him a slight glare, sensing the fault moving to him. "She didn't find it comforting to receive another letter a while, a few months or so after you were born from Maria. She knew all about Phyllis and thought it best to contact her. She asked her to come and help with you and with Howard.

"After he left Phyllis was when he began drinking more, getting the drunk and aggressive reputation. Maria wanted protection for you and her against Howard. Phyllis gave you and her that without a second thought. She hated what Howard had become and throwing in a few punches if she needed felt great given the circumstance. She fell in love with the baby boy, with you."

Tony smirked sadly, "I didn't know you could be so sappy Fury."

Fury laughed, smiling slightly. "You know nothing about me Stark."

Tony pointed at him, nodding his head. "You are right. Which begs the question why should I be trusting your word on any of what you say?"

"It's purely up to you to decide whether any of what I say is true. Though I'm sure there are a few things that could prove it." Fury looked over at the counter where a small pile of square papers sat, untouched.

"Let's say I believe you," Tony looked past him as he spoke. "Why didn't she come back? Why not contact me, tell me she was fine?" He looked at Fury again. "Why did she let me believe she was dead?"

Fury repositioned himself to be more comfortable on the chair he sat on. "We were put in many dangerous situations where death was the most plausible situation. Due to her rare "abilities" she was targeted the most out of all of us. And that target transferred into her home life." Fury looked at Tony, "Before she even became Lady Liberty, before she joined any of the forces, her mother and two best friends were slaughtered in her home. All because of what she was.

"Because of that she knew that any other people she loved could be hurt and she didn't want to take that chance with you. When we finally took down the last of the Hydra factions she felt that you'd be safer but we had made more enemies than not and they threatened us everyday with going after our families and loved ones. She never wanted to risk your life."

"Who do you mean when you say us?"

"I lead a group called the Howling Commando's for many years, and she was a part of that group. That is who "we" is." Fury folded his arms on the table and leaned against them. "That scar she has on her neck is one of about twelve."

Tony's head twitched to look at him.

"The final mission that destroyed Hydra cost her much more than pain and it had a toll on her mentally. She wasn't well for a time after that and when she did get better a man by the name of Baron von Strucker had come incredibly close to kidnapping you to get back at her. He did it because he didn't like her…just because he could. She wouldn't allow anyone to get that close again so she cut all ties she had with you and your parents."

Tony stared down at the table, his eyebrows furrowing. "She said she tried to keep in touch. She said that my father was part of the reason she stopped."

Fury shook his head side to side, "Yes he was. He had known about Strucker's attempt at trying to kidnap you and his words were another factor that helped her to decide that she needed to cut her ties to protect you."

Tony laughed bitterly. "I just can't believe he had cared enough to try and protect me."

Fury nodded toward the papers on the counter. "I am sure those letters will help you believe that he had. He may have been upright mean to you but in the bigger picture he still loved you."

Tony just looked at him, a small frown forming.

Fury stood up and adjusted his long coat. "Read the letters Tony. Any disbelief you still have will be resolved. If you don't have anymore questions I have to be on my way."

Tony smiled at him, sitting up straight. "Well it was nice chatting with you. I'm glad you called," He laughed.

Fury glared at him, a "really" look crossing his face. "Good day Stark." And with that he left.

Tony turned with his chair to stair at the pile. For a moment he fiddled with the wrench he still, surprisingly, held on to. He sighed deeply, looking back up at the pile on the counter, "Ah what the hell?"

* * *

I stormed into Controls. "Get me coordinates of Agent Romanoff! Images, maps, find her now!" I ordered, making people rush into a panic. I walked up to Agent Hill. "Tell me you have something."

"She took one of the jets, destination unknown. Agents were immediately ordered to find Agent Barton and agree or deny if he has left with her."

"He hasn't." I turned on my heel to see Clint walking into Controls. "He, though, knows where she's going."

"Where?" I demanded.

"Ivan Petrovitch."


	5. Chapter 5

**Advanced Idea Mechanics.**

"Avengers Assemble!" I ordered over the intercom.

I had always wanted to say that!

Beyond my jitters of excitement of a coming fight, I was very focused on the problem at hand. When we had lifted off and began to fly, we were hovering over a potential threat in Europe who called themselves A.I.M.

A.I.M. is an organization of brilliant scientists that came together to overthrow all governments by technological means. For a time, they worked with Hydra and until recently were thought to have died with the Hydra factions but have recently come back with quite the bite.

"Go in groups of two. Bruce, I want you to stay here. We won't be needing your help on this one but stay on comms just in case." I ordered after I put the earpiece into my ear.

Clint was already ready and looked at me expectantly, "You coming with us?" He asked.

I nodded, "Yes."

He nodded and headed off toward the deck to meet the others.

I turned back to Agent Hill with a serious face. She was easily confused by the change in tone and faces I gave her. "Keep the skies clear and keep an eye on ground activity." I headed toward the door as she nodded. "Keep me updated Agent."

"Wait, are you coming with?" Anthony asked over comms. He was speaking to Clint outside of comms and they were slightly arguing.

"I put us over the sight for a reason Mr. Stark. And she did what I figured she would and so it is on me to bring her back as well as see first hand what each of you can do."

He huffed on the other end. "You Shield people always have ulterior motives." Brief pause then, "Fine then, but I'm not waiting."

I ran through the halls and into my room. "Good. Try and stop her before she lands and makes this a bigger mess than we need it to be right now." I walked over to the sidewall beside my dresser that held an open and lighted compartment. Inside was the old blue and white suit I wore during my times with Nick and the commandos. It was well repaired but it was too flamboyant for me now and much more it was just old. Recently I updated to a new one upon coming here and I thought it was much better than the old.

"Stark has taken off, Thor on his heels," Agent Hill stated. "Barton is flying off in a jet with Rodgers."

I pressed a button on the wall that spun the compartment around to show my new suit. "Thank you Agent Hill." I began to slip into the suit, zipping it up the side. "Try to get through to Agent Romanoff through the jets communications systems. If you can, take over that vessel and stop her."

"Is this really that bad Director?" Hill asked.

I pulled up the neck zipper in the back, nodding as if Hill were right there. "Ivan Petrovitch was like a father to Agent Romanoff. He's a good and loyal man but he's been kidnapped by A.I.M., you've read up on them no?"

I sensed she nodded and then stated, "Yes. I have read up on them. We are working on getting through to Agent Romanoff."

"Good." I stated as I walked out of my room, strapping on arm cuffs much like the ones an archer like Agent Barton wore. Only, the ones I wore had small throwing knives inside of them.

The suit was a skintight black body suit. The fabric was thick and protective against the elements and semi-protective against knives. There were no sleeves, cutting off in the middle of the shoulders and covering my entire neck. There were three silver stars along the left side of my abdomen, symbolizing America, (when Mr. Rogers had been presumed dead) Mr. Rogers, and I. The chest and abdomen had extra protective pads, covering important muscles and my breasts. (It hurt like hell to get punched in the breast.) I wore a silver belt around my waist that hung slightly off my right hip; it had small pouches full of nifty gadgets that I nearly never used. Something Howard made for me actually…

Finishing off my badass look were a pair of black combat boots and the arm cuffs. I took off, taking a third jet down. "Progress report Avengers," I demanded.

Anthony chimed in, "Apparently she's gone all secret spy on us. She's abandoned the jet and taken off on foot. Thor is useless in tracking and my systems can't find a trace of where she went. Ah, Clint and Capcicle are here now, they might be able to get something."

I followed their coordinates and landed next to the jet Clint had taken. I quickly walked out the back, holstering a handgun on my thigh and joined the group of hero's.

I received surprised looks from each of them and Anthony looked away, no doubt feeling awkward.

"Um…" Steve began as he stared at me. He composed himself and began again. "What's next Director? We can't get anything; she's good at hiding her tracks. And we don't know what we're up against."

I scanned the wooded area we were huddled in. Three jets in one space nearly consumed the tiny area. But there were no buildings in sight and definitely no people. And no Natasha.

"A group called A.I.M. kidnapped Ivan Petrovitch a few days ago in the name of Agent Romanoff." I looked at the group who stared at me. "Their leader, a man once thought dead, Baron Von Strucker has been slowly regrouping and creating weapons. Their best and deadliest work being the androids and Super-Adaptoids. Their number one goal is to overthrow every governing body across the board."

"Why would they kidnap him in her name? What would that get them?" Steve asked.

"We don't know. He had once sought to kidnap her and make her into the assassin she is today but Ivan got in the way and was able to rescue her. I believe it may be due to that but that is highly doubtful. Strucker would not waste his time with miniscule grudges which he may have forgotten." I looked at Clint and he nodded in agreement. Natasha must have told him some if not all of her past.

"She's been spotted three meters from your current position." Agent Hill said over comms. "She's heading south toward an underground facility. Two doors lead into the facility, south entrance and west, just two and a half meters from your current position."

I nodded and focused on the team. "Stark take Barton and try to intercede her before she goes into the base." Anthony grabbed under Clint's arms and took off. "Thor, Rodgers, you're with me. We're taking the west entrance."

We began to run, Thor flying up ahead of us.

…..

"And what exactly are you planning to do?" Clint asked as Tony dropped him on the ground in front of Natasha. They were only a few yards away from the south entrance, hidden in the trees. "You have no idea how many enemies you have inside nor what is inside. You can't just waltz inside."

Natasha glared at him. "I can and I will. I can go anywhere undetected, you know that."

"We've got the spider," Tony stated with a smile. His mask was up and he was smirking at Natasha. "Sorry, but we can't allow you to go in there. He may be your father figure but we can't just let you get yourself killed." He smiled and his mask fell into place. "So we're going to help."

Clint looked back at Tony, glaring at him. "We were given orders to stop her, not to help. We need a plan before we can get anywhere."

"Have you always followed rules to a T?" Tony asked.

Clint scowled at him. "We don't even know the layout of the building, much less how many enemies we have inside, where they might be, or what they're doing."

Tony tilted his head side to side, "Legalos has a point." He looked at Natasha who had surprisingly stayed and was crossing her arms stubbornly. "I'm guessing you know none of that by the way you are standing."

"I know enough," She stated coldly.

Tony gave her an "oh, really?" look under the mask and arms over his chest. "Then enlighten us please."

Phyllis' voice spoke over comms, interrupting anything she was about to say. "Agent Hill has the schematics up top, and she will guide us in. We'll go in and regroup at the center. If someone finds Petrovitch before they reach the center say so and we leave. Got it?"

"Yes," Natasha said, poking her earpiece on.

"Stark and Thor, you will each stay outside, guarding the doors. We don't need so much force yet. If we do, we'll holler and I expect you to come in and be there within five seconds."

Tony frowned, his helmet rising. "Why do I have to stay outside?"

"Because you are a rather loud machine and you use slightly quieter weapons. For the moment we want silence and stealth. Is that clear Mr. Stark?" Phyllis asked, her tone dark and authoritative.

"Loud and clear," He stated slightly angrily.

* * *

**You guys are great and I've realized that many of you may only know the movie and not the comics so I will try to explain as much as I can. If you have any questions about anything just leave it in the review box and I'll answer it. ****  
**

**Hope you like!**

**XD**


	6. Chapter 6

**Aim and attack.**

Steve and I entered at the west entrance, leaving Thor to guard the door. He didn't seem too bothered by it, understanding the use of stealth against brute force. He, unlike Anthony, understood the complications of combat and how to devise a strategic plan that best fits what was happening.

Steve led the way through the halls since he had a bullet repellent shield and I had the rear, making sure no one jumped out behind us. A fool proof plan if someone were actually in the halls.

"So far there is no one. Hawkeye? Black Widow?" I asked over comms, wishing to hear from them.

"Same," Clint stated.

"There should be someone," Steve whispered ahead. "This is too quiet, too planned, too knowing."

"They know we're here or they know she is here." And by she I meant Black Widow. Baron von Strucker was after all after Agent Romanoff. I have yet to understand why, but for whatever reason he kidnapped someone with enough power to get her to act.

"Left," Agent Hill said over comms. She stayed up above and has thus far been guiding us through the underground complex. It's been a fairly straight shot through. Coming in we went left, then right, then right again, and now left. "You'll be coming up upon the four floor courtyard. You should be able to see each other across the room." She ordered a few men around at base and then said, "In the courtyard is where our sensors pick up a small heat signature, maybe five people at the most."

"Understood," I said.

Steve rounded the corner, making a small grunt sound for me to come as well. I watched as he peered over the ledge and then immediately fell against the railing. I hunched forward toward the railing, signaling to Hawkeye when I saw him. I gave him the stay down signal and he quickly nodded and disappeared below the railing, Natasha following.

"Only five men, huh?" Steve asked in a slightly sarcastic tone. "More like a hundred, maybe more."

I kneeled down besides the railing, doing a quick peek over the side. I did not like what I saw but this was one of the rare occasions that that is actually ok.

"Iron Man," Behind enemy territory one could never say your real name. Though I'm pretty sure everyone knew who Iron Man was. "Get in here now. Weapons blazing. We've got androids below, armed to the nines that hinder us from continuing. Target the androids and do not kill the humans. "

"Gotchya," He said rather cheerfully.

"If you're listening Thor…just stay put." I really didn't quite know what to do with him at the moment.

"Romanoff!" A man yelled from below. He carried a thick Russian accent and the way he said her name made it clear who was talking. "I know you're hear little spider. I saw your _friends._" He purred angrily. "Shoot them."

I quickly looked at Steve and we both nodded. I rolled behind him and he kneeled in front of me with his shield facing the railing.

A loud rumble sounded below and bullets flew all around us. Glass shattered and bullets picketed off the wall and concrete dusted our backs. For a moment the firing stopped, waiting to see if we would surface again.

Without revealing Steve or myself I looked up and saw Natasha looking out toward us. If Clint knew what was good for them he would stay down. I signed at her, _fear_ and _despair._ Instantly she began to look sad and scared.

"You see," Baron von Strucker bellowed below, "my androids can even kill the man out of time. They are better than any soldier."

Finally Anthony flew in behind Agent Barton and Romanoff. He had all of his weapons out and ready. He hovered above the courtyard, taking bullets and small blasts. His targeting systems located the androids below and fired; destroying nearly half of them and some more were destroyed by second explosions of those being destroyed.

"I can't target them all at once without hurting the people down below," he stated over comms. "Once one explodes others can too and if I risk it they might get hurt." And by that he meant Ivan.

I kneeled beside Steve, peeking down below at the mess. "Ready to learn something new about yourself Captain?" I asked.

He looked at me a line of worry on his forehead and then he slowly smiled. "Always."

"No!" Baron screamed. "Kill him! Destroy the Iron Man!" I could sense that all of this was something of a lie coming out of his mouth. Below he was smiling and slowly backing away from Ivan and his men who shot. He seemed rather pleased with the outcome.

Across the way doors opened on the right and left sides. Androids marched out the doors two at a time, all of them aiming at Clint and Natasha. That changed things.

"Change of plans. Steve I want you to go to their aid." I looked at him and nodded to his right. "Just know that if you perform the right landing you can jump from five stories and we are on four."

He gave me a knowing look and was just about to hold me back until I leaped forward, and then spun around so my legs were below me as I fell. "Keep watch of both me and the Agents Iron Man. Captain's coming up on the right side."

"What on earth are you doing?" He demanded, fear lining his voice. "You're going to kill yourself."

I smiled, "I've done it before, watch if you must."

Suddenly the floor was coming up much faster and I picked the perfect spot. Androids stood below me and I landed on top of one, squishing it to sheet metal and immediately rolled off and tripped up a second. Some of the androids turned their attention to me and I sleuthed around the ground, while they fell at the hands of Iron Man.

"Well," He said slightly amazed and surprised. "What are you a cat now?" His surprise turning into amused comments and questions. "I should call you Catwoman from now on."

"You will do no such thing," I stated angrily but smiled. He was talking to me like a person and not ignoring me. Anything was better than before.

I crawled between two robots that were both shot at the same time as they pointed their guns at me. I had infiltrated the circle where the real men stood guarding the bruised and unconscious Ivan Petrovitch.

Baron von Strucker stared at me in utter surprise. "Subject Five… Aren't you dead yet?" He asked his surprise turning into a nasty smile.

Something tore inside of me at the mention of the name he used for me brought back horrid memories and terrible times of my Super Soldier beginnings. I glared at the man and was surprised that his men hadn't started shooting at me yet. They kept an eye on me though but were waiting for orders.

He began to pull a gun and I immediately twitched into action. I lunged for Baron and was able to kick him away from Ivan and the circle of loyal soldiers. His men immediately turned on me. "I've got this Iron Man. Help the others." I spun Ivan's chair and not so kindly dropped him on his back so he'd stay down low and not be hurt.

I dropped to a roll, rolling back to the man behind me. I kicked out his right knee and he fell with a bellow, leaning on his gun for support. I spun behind him, standing as tall as he and waited until his comrades realized they were killing their own. Spinning beside him, I kicked the mans gun up with my foot and caught the barrel, flipped it, shouldered it and then shot at his other comrades who were slightly dazed by their actions and mine.

Shooting each of them in a knee and shoulder did the trick and I was able to down my opponents without killing them. I threw their guns away from them and went back to Ivan's side.

"How are you doing up there team?" I asked as I undid the ties holding Ivan to the chair. Ivan moaned and I put a calming hand on his chest. "You will be alright Mr. Petrovitch." He blinked at me a few times before going under again.

"Let's just say you put on quite the show down below," Clint said. I could sense his smile on the other end and smiled myself, knowing that they had seen most, maybe all of my fight and had approved.

That was good that they saw me fight. They then knew what I could do to a point and knew I had credentials to lead them. They knew I could handle myself as well as the team. That is key to earning their trust.

"But Baron escaped," Natasha stated slightly disappointed.

And then there's that.

"He was not the goal. We have what we came for. When he turns up again we will be ready and able to take him on. For now we get Mr. Petrovitch out." I looked up and saw the four of them looking down at me. They looked neither disappointed in me that he got away or untrusting. They looked at me with respect. "We regroup at base and go from there."

"Understood Director," Steve said.

"Understood," Clint said.

"Aye, aye Lady Liberty." Tony said, with a mock salute.

Clint nudged Natasha and she nodded, "Understood."

"A jet has just taken off, would you like me to pursue it?" Thor asked over comms.

I looked up surprised and then up at the rest of the team. "Did you know he could use the comms?"

That got me a chorused laugh and Thor's disgruntled voice confirming his knowledge of comms and a few other little devices he hadn't known before.

* * *

**I'm so very glad that you all are loving the story as much as I am! It's so much fun to write it and I start dribbles for the upcoming chapters at times when I should be doing other stuff :P Makes it that much better for me when I do that! Also very glad you all are approving of her back-story and everything! And I'm trying my best to inform you on some of the Agent's particular backstories as well; hopefully I can get it through! **

**To answer a question: I named it A New Direction because I wanted to start the character in "A New Direction" as leader of a team and allow her the chance to redeem herself with Tony. It honestly took me forever to think up the name of the story, because that's important to me and as I was writing it in one of the chapters I said it, or Phyllis or Tony did...? Haha, well that is why I named it that, no deeper meaning than it popped up and after I thought of the slightly deeper meaning of I want her to start off new, being she is new to the Avengers (mostly). :D Hopefully that makes sense somewhere in my rambling there!**

**Thank you all you've been great!**

**XD**


	7. Chapter 7

**Duty and honor.**

"We've cleared out the base Director Thompson. There is nothing else down there," Agent Hill stated.

"Understood Agent. And what of the men?" I asked. "Have they been placed under secure care?" I looked up from the blue print of the base. "Have they said anything yet?"

She shook her head. She stood straight and confident with an edge of curiosity. Agent Hill was an exceptional soldier and it showed in her confidence. "They've said nothing. When would you like to begin interrogations?"

"Immediately. Secure a team and immediately begin. Start however you like, just get as much information from them as you can." I looked back down at the blue print. "I will join you at a later time. I have others I wish to speak with before I can continue. Do hurry though, I would like to get a step ahead of Strucker if we can."

"Yes ma'am," Agent Hill saluted behind me. She quickly and quietly hurried out of the room.

I instantly sighed and allowed my head to fall. I could see Baron Von Strucker in my memories. At the time he was barely a care, just another man conversing with the Hydra syndicate, doing some unseen project on the side. That was when A.I.M. was just beginning and when they ultimately took off on their own. I did not think he was connected so deeply with Red Skull to know of my…transformation. And the fact that he so intimately knew, calling me Subject 5, something only the doctor and Red Skull called me….

To my surprise I had crumpled up the blue print in my hand and was squeezing it tightly. I took a deep breath, stood straight, and released it, trying to relax myself. Slipping into my collected appearance I adjusted my Shield jacket and walked out of the room.

Going into the adjacent room, I didn't even knock. I could enter and leave any room, aside from bedchambers without knocking. As Director you did not have to make your presence known until you entered. It also had an air of authority to just walking into a room when those inside waited for you.

"How is Ivan?" I asked, sitting across from Agent Romanoff. "Has he awakened yet? I would thoroughly enjoy speaking to him."

Agent Romanoff held a constant look of, what seemed like constrained anger, or was it fear? She held herself in a straight and womanly posture, hands held together on the table with her legs crossed out to her sides. I could tell that she wanted to come off as uncaring of what I had to say…it wasn't her style. She was an assassin, ranking highly in the art of trickery; every word anyone said was heard and cared about.

"So," I looked over to the two-way mirror on my right. Agent Barton was no doubt in the small room listening in, possibly others of the Avengers as well. "I assume you've kept an eye on Ivan since we brought him up? Is he up or not?"

"No," She said with a tone of finality. Then, "Who is Subject Five?"

My head immediately snapped back to look at her. I had thought that she or Anthony would be the one to question this, now I know that it is she. Truth was the best way to go about the subject, lying would only bring more scrutiny on me.

"It's the name Hydra coined for me once they transformed me into a Super Soldier. Old thing really, a name for a rat in all respects." I gave her the idea that I did not care about it but in actuality I had strong hatred and anger toward that name, one that was barely controlled. "A fairly long story I do not wish to get into detail at the moment."

I sat forward and leaned comfortably against the table. "I called you in here today because I would like to commend you on your actions to save Mr. Petrovitch." Just a hint of surprise in the sudden arch of her eyebrow. "It was something I would have done if my father had been taken as well. You love that man and I was happy to see you go after him like you did. If you hadn't then I would have questioned your mental state."

She didn't say anything.

"I would also like to say that if you ever, ever do anything like that again without first coming to me you will be locked in that round cell downstairs." I glared at her; she was not going to undermine my authority in front of the team or the crew. I was to be told, asked even, what the plan of attack was. "I give you a fair bit of freedom this time only because it was by my order that we be above the base. You may have flown off still if it were farther away though I do believe it would have gone differently being so far off."

"And did I pass the test?" She asked, glaring at me.

I leaned back in my chair, "Failed with flying colors—"

"I did exactly what you expected I would do. What failure is that?" She demanded.

"Duty and order Agent Romanoff. Whether or not you like or trust me in or during any situation you are to speak to me before making such brash actions. I do not care whether I've the mark of an enemy, as your Director there are a few things I expect of you immediately."

"I trust you enough," She said.

I squinted at her, "Enough to talk to me about the red lined ledger you carry around on your back?"

She glared at me, tensing up immediately.

"Apparently not," I spat. "I am going to be your Director for some time no doubt so I expect you to, in your case, woman-up. Don't be the silent, judgmental type Agent. Friends are healthier for you than you know and having only one does not begin to tip the scale." I looked over at the mirror. "I commend you for attempting to save Ivan Petrovitch but you need to know that I can be trusted as your Director," I looked back at her. "And as your friend Natasha."

"Мы не должны спросить последние сами," I sighed.

Her mouth opened partly as if she was going to say something but nothing came out.

I stood up, "When you wish to continue this conversation where you actually speak, then come and find me. Until then you are on field suspension. If you so much as leave without consent, don your suit, anything, I will put you on work leave to work with Stark. I don't believe you'd like that too much."

She frowned angrily, "Understood."

I nodded and walked out of the room. "My decision is final Agent Barton," I said as I turned to go to the science division. He walked out of the tiny observation room beside me and walked with me. "She needs to understand that she cannot just blatantly do what she wants."

"She was going to save a man's life, a man she cares about."

"As was I. It may not have registered but I had purposely hovered us above that base because if she had not acted I would have. And she did and for a time I did not believe she would," I looked sideways at him as we walked.

He gave me a slight frown. "We're not just some soldiers who you can toy with Director."

I stopped, "No, you are the Avenger's and that merits better treatment because you go out and fight the bigger monsters than soldiers on the front lines." He didn't say anything so I continued. "You've been with Shield long enough to know that the organization is more than fighting but it's about order, keeping people in their place. If that orders slips so too does everything else. New York was a near example of that Agent Barton. Even though you all have coined the term Avengers you are still just soldiers with extraordinary abilities."

"Aren't you one of us as well?" He asked.

For a moment I was taken aback. "I am the Director of Shield and in turn an extension of the Avengers. So in a sense yes I am."

My mood was leaking into what I was saying to them. I was an angry, old, and cynical person when my memories relayed into my words. Hate, anger, sadness, fear, pain…all of it laced my words when I spoke. The science division would have to wait for a while.

"I need to speak with the council Agent Barton," I said, taking my leave. "If you would excuse me."

He stared at me for a long moment, his eyes as hard as stone. I did not believe he held any hate toward me but it would not be surprising if he had. Clint finally nodded and headed back toward the room Natasha was leaving from. I watched him go for a moment and then headed toward the elevator, taking it down to the seventh floor.

I quickly went into the locker room and changed into some more suitable practice duds and went into the training room.

* * *

**So this chapter wasn't exactly my favorite, just because she wasn't the happy go lucky person she usually is. She obviously has many problems that are still unfixed. **

**Phyllis tells Natasha, when she's speaking Russian, that "We should not have to mend the past by ourselves." Phyllis has long since held in her past, running and hiding from it in a way that Natasha may have been as well. She just wishes to connect with her and become her friend. Does Natasha though?**

**Hope you love it!**

**XD**


	8. Chapter 8

**Moving friendships.**

Punching the bag was heaven. It may not be the healthiest way to get rid of wretched memories but it was a way that proved fulfilling as I imagined the faces of my past. Red Skull, Dr. Alfonso, Baron Von Strucker, Hydra men, the nameless man who tortured me…and then the memories of each flowed through my brain as if they were yesterday. Memories so gruesome and painful for me to keep buried, by some way or another they are brought up again.

I shouldn't have to question Natasha's mental state as much as she should have to question mine. I've been brutalized, tortured, and scared by men who believed themselves god. I've met a God and he was-is one of the sweetest men I know, though maybe a little strong headed but he's a God nonetheless.

My fist slammed into the bag with a solid thud, a crack tearing along the length of it. Sand slowly began to spill out like sand in an hourglass. I kicked my sweater away and then performed a double high kick to the bag. More tears. I swatted at the bag, punched it, and kicked it, until one final kick sent it clattering to the floor a few feet away.

It was as if a sand storm had just blown through with the mess the bag had made. Though it was a mess, I made the most of it, instantly beginning to practice my Bagua Palm form of martial arts I picked up over the years. Oddly enough dragging my feet through the sand and closing my eyes was one of the best ways for me to reform my walls.

Time was nothing to me when I was zoned in and mending myself. That is until the music that had been zoned out stops, somehow I always notice when it has been stopped.

"Director?" A man asked. "I see you've made the training room into a sand pit. Something about that?" It was Steve.

I let my arms drop, bent my knees straight and stood feeling completely relaxed. "Bag broke, I'm sure you've broken a few in your time as well. They can't exactly take a beating from us."

I turned and smiled at the Captain, and at Clint who stood beside him. "Guys coming down for some late night sparring?"

Steve stared at me, his mouth open in shock. Clint pretended not to notice what Steve couldn't not look at, my scars. "Actually Director," Clint began, looking away slightly unnerved. "We came to find you since no one had seen you and to tell you it is three in the morning."

"How many do you have?" Steve asked. He got a hold of himself and looked me in the eye, a look of hatred in his eyes but it was not at me. He had, nearly, the same history with Hydra as I did. Okay _nearly_ didn't seem quite right because to be nearly the same he'd have to have gone through some minor form of torture that he never did have to endure. Nearly wasn't even close, more like he had a history with Hydra that was distant from what mine was.

I looked down at myself, remembering that I only wore a pair of grey sweats and a sports bra. The scars were very noticeable, a few of them forever discolored and a few just more prompt than others. "Fourteen in all. They saved the biggest for my neck luckily so I do have a semblance of clarity along my abdomen that I would not have if they had used only the larger one."

Clint looked now, a pained look crossing his face. "Why?" He asked. I looked at him for a moment slightly confused. He cleared his throat and then asked again. "Why did they do that to you?"

"Because they could," I laughed bitterly. "My lowest point was in escaping from them. It was also then that they were finished." My mended barriers shook critically and I shook my head, keeping it back for now.

"They deserved every bit of it," Steve stated.

The memory, as clear as day, of me ripping out the man's throat broke through and I closed my eyes. I shook my head, "No, I don't believe that Mr. Rodgers. They deserved what they would have gotten for their crimes but not how I brought them justice."

Steve was surprised and was about to ask about it. Clint put his hand on his shoulder and he looked back at him instantly. "It is none of our business Steve."

I picked up my sweater and quickly threw it on. "Well I'll give you guys the gym. I should hit the hay. Have at her."

Steve grabbed my arm as I passed them. "I thought that it was better for me not to talk to Peggy but you told me too and it was probably the best thing I've done since I…woke up. And as your _friend_ I'm suggesting that you talk to someone about this, keeping it bottled inside hurts more than it does telling it."

I smiled, laughing lightly. "I'll take you up on that offer when it isn't three in the morning Steve. Right now I should just get some sleep, we all should really."

"Hawks love the night," Clint chimed. He looked over and smirked and then focused back on lifting weights. There was no longer the hard edge to the look he gave me. Hopefully it wasn't because of pity.

I pulled myself out of Steve's grip and slowly left the room. I saw a look as if he wanted to protect me from the bad and then I saw the look of realization, as he knew he couldn't because it had already happened. Even though he knew there wouldn't be much help to it, he still wanted to help and that gave me a light and happy feeling. He would forever be the gentleman of an earlier time.

Sleeping though was harder than I thought. Too long working out I suppose. I tossed and turned for a few hours thinking about how I would begin to talk to him, how I'd word what happened to me, what we'd talk about-just everything. I had more in common with Steve than anyone else on this ship (if you didn't count my early relationship with Anthony) and if I knew him well enough he'd understand I hoped.

I fell asleep at some point and got about two hours or less of sleep, which was exhaustive. The instant the alarm went off I regretted going to sleep that late but I was up and ready to tackle the day.

I walked into the science division with a cheery sort of look, smiling and nodding at the crewmen and women I passed. "How's the progress?" I asked as I entered the lab. After the attack I had given them orders to work out the mechanics of the androids Baron had used. I had hopes of getting them to work and possibly creating a system to override their systems.

Bruce smiled at me through a touch screen hanging from the ceiling. "We've been able to figure out a few things. As far as the progress, it is slow yet, as I am not exactly a robotics doctor and neither is Tony." I found it interesting that I was the only one who called him Anthony and everyone else called him Tony.

Anthony was hunched over the android, digging in its wired insides. He was inspecting a few of them as he talked, "I'd hate to disagree but I seem to have a much better understanding of them then you give me credit Bruce-y. I did in fact create Iron Man and is he not a _robot_?"

Bruce just looked at him for a moment but didn't say anything.

I walked over to the table that Anthony was working on. There was an android lying on the table, taking up the whole thing with its feet hanging off the end yet. The chest plate had been removed to show an array of intricately made organs to keep the droid running. Anthony cut one of the wires and ripped it out.

"Honestly I don't think that half of these wires mean anything as if they've been placed here to fool us," Tony stated with a frown. "Most are just connected but unused. Once I have all of the right wires and parts taken out we'll be able to see what we're dealing with perfectly."

Another two androids rested against the cupboards against the far left wall. They stared blankly up at us. Their eyes were silver metal with hollow dots in the middle; the body was also silver with a baby pink A.I.M. logo on the chest. If anything they had the look of drawing figures, those wood things with no faces, only these ones had faces and hands.

"No matter how long you stare at them, they won't blink," Anthony said. "You won't win the stare down," He laughed lightly.

I smirked, "I'm just taking in what they look like and I'm not having a staring contest with a robot."

"Sure looked like it," He smirked.

I rolled my eyes. It seemed like everything was okay between us. That he'd somehow gotten past it. He was at least smiling and joking around with me but that could have been his survival-get through the day technique. He wasn't one that faced things and when he did he was very blunt about it.

"I'm not over it," He said, looking up at me. "I just haven't exactly…wrapped my head around it yet. I don't know if I can really but I'm trying." He pulled out another wire. "But tell me something. Why didn't you ever come talk to me after my parents died? Why didn't you go to their funerals? And don't say you were there but way back hiding in the trees."

I stared down at the innards of the droid, thinking it through for a moment. "Because I was scared too. You had grown up so fast under your fathers care and were a different boy than the seven year old I knew." That wasn't good enough even for me. Of course he was different. "I didn't know how to approach you anymore," Better. "I had, as you said, abandoned you. How could I just go back and act as if nothing had happened?"

"Isn't that what you did here?" He asked cynically.

I frowned. "I came here knowing what I was going into with you and the team. This time I knew how to approach you. I knew what to say and how to say it. Before I had no idea…"

He made a sound between a laugh and a huff. "I believe it-this would've been easier if you just approached me earlier even if you didn't know how to."

I looked up at him, watching him pull out a few more wires. Then I hugged him. For a moment I was hugging the little seven year old and then as if it was flashing forward I was hugging Anthony as a thirty eight year old. I heard him make a surprised noise and he awkwardly hugged me back.

"I am truly sorry Anthony," I said to the air behind him.

He pulled back and held me at arms length. "Just so you know I am not going to go around and call you mom or anything," He smiled at me, it wasn't cocky but it was genuine and I new that even though it was still rough, he was going to wrap his head around it.

"Um guys," Bruce broke up our little family reunion and I turned around to look at him. "You may want to notice that we have a slight disturbance right now." He looked over to the far left wall and I followed his gaze.

The two androids stood, one facing Bruce, the second facing Anthony and I.

I scowled, just like Baron to ruin a good moment.


	9. Chapter 9

**Damn androids.**

Director Phyllis Thompson pulled Tony down to the floor by the arm just as blasts of blue-gold energy soared over their heads like bullets. "Get down Dr. Banner!" She yelled, looking over toward the Doctor as he stared for a moment, surprised by their sudden standing. "Banner!"

"Is he trying to bring out Hulk?" She demanded, asking no one in particular. She scrambled across the floor to Dr. Banner, tackling him onto the floor. "Banner! What the hell are you doing?" She demanded, slinking off of him and laying beside the table to look around at the Androids.

The Androids still stood by the far left wall, the one on the right shooting at Tony while the other one held it's hand out at them. A vibrant violet light glowed on its palm and one couldn't help but stare at it. The Director forcefully tore her eyes away from the violet light knowing that it was not for the best to be staring at it.

Dr. Banner was getting up onto his elbows, shaking his head. "What ever that light is…the other guy doesn't like it."

Phyllis stared at him, just looking for signs that he was going to change next to her. She saw footage of his transformations and did not believe that it was a good thing to be close to him when it happened. Though she was much more concerned if he'd be in control.

"If it happens, will you be in control or the other guy?" She asked.

Bruce paused in the motion of pinching his nose, giving her a hard stare. "I will be. It is only in accidental or dire situations that I am not in control."

She returned the hard look, "If you say so Doctor." She looked over the top of the table at the androids; the second one was advancing on Tony's position where he was practically cornered on that side of the room. The violet light was ever present and she made sure not to look at the android.

She fell back against the table, Banner moving to sit beside her. Phyllis fiddled with her pocket and pulled out a small earpiece. "How are you doing over there Anthony?" She yelled over the blasts. "Are you hurt?"

"Just peachy!" He retorted loudly.

She smirked and finally fixed the earpiece in her ear right and called for an emergency lockdown of the science division. "I need a small arms team down here immediately. We're locked in by the android's taken in to study."

Agent Hill replied back, her voice breaking out. "Team…sent…in lower leve…m…have been…waken…"

"You're breaking up Hill. Repeat," She said.

"Mo…. base-men…invas…."

Phyllis looked around the table to Tony and he looked back at her, giving her a look that asked for help. He didn't like be stuck in the corner and neither did she. The door wasn't exactly blocked but she couldn't leave the two of them here for however long it would take her. And then there was what Agent Hill was saying but was breaking up.

"We may have a—"

"Good afternoon Shield," A man's voice boomed over intercom. "I do hope your day hasn't been going to terribly. Mine was less fortunate but now is so much better."

"Who's that?" Tony asked, dumbfounded. He wrapped his hands over his head, as the table seemed to get smaller around him as the android shot it apart.

"I did not believe it would be so easy to get this far, and yet, here we are." He stated with a bitter laugh. "Your flying contraption of a base is surrounded and I am going to shoot it down and destroy all who are inside."

"Baron…" Phyllis said under her breath.

"He's not lying," Tony stated rather matter-of-factly. "They've got us surrounded. By jets, androids, and overly big androids. I don't suppose we could call him on his bluff, huh?"

"Agent Hill?" Director Thompson asked. "Agent Hill come in?" No answer from her. "Anvengers? Cap? Widow? Hawk—"

Suddenly there was a loud booming that rocked the ship and alarms were finally pressed and blared over the intercoms, cutting her and the Baron off. The androids in the science lab began to attack harder.

Phyllis and Bruce were sent flying forward to the ground, their bodies slamming into the table in front of them. The table behind them shattered to bits from a blast from the android that'd been dormant until now. Table bits fell on them and Phyllis tried to get up but fell back down again as a scrap thunked against her head.

In her ear she could faintly hear Steve, "We've split up and are clearing the base. Clint and Thor are coming to you. Natasha and I are going to the bottom deck."

Bruce groaned besides her, looking over at her. "Director? Phyllis?" She blinked at him, trying to blink away the unconscious pull. His lips formed a straight line and he growled deep in his chest.

Another blast shot the two apart and sent them flying in different directions. She landed on top of the table near Tony and she broke it down to pieces. Bruce landed solidly against the far back wall and fell to the floor.

"Phyllis," Tony said, shaking her foot. "Phyllis!"

Tony frowned unhappily and scrambled around the pieces of her table just as his exploded in bits. He sat against the table and felt for her pulse in her right wrist. "So you're unconscious. Great…" He looked around the broken edge of the table at the androids. "I'd be much happier if you were awake right now."

A snarl sounded on the other side of the lab. Tony instantly looked across at Bruce who was quickly turning into Hulk. His shirt shredding, his pants tearing, the sound of cracking bones, and an ominous growl that followed.

The androids instantly turned their attention to him and he stood up, blocking the blasts with his hand. He grumbled in annoyance at them. Then Hulk went to the counter and ripped it off with a roar, sending it flying at the two androids.

Tony smiled rather happily but he didn't say anything. It was silent in the lab except for Hulk's heavy breathing. Tony didn't know whether Hulk was in control or Bruce and if it was the latter… Hulk turned to look at him, huffing at him. Tony was completely still and even though he liked the Hulk he knew that neither he nor Phyllis were safe if it were truly Hulk. Hulk huffed again and then it turned into a roar as the base rocked from an outer blast.

Hulk's head twitched to the outside and he glared.

Tony smirked, "Go get 'em Hulk."

Hulk made a deafening roar and ran for the window, breaking through it and jumping openly into the air and straight for the nearest jet. Tony just hoped he'd make it to one without missing completely.

Tony got up and began to lift Phyllis up onto his shoulder when one of the androids shot at them sending them both flailing to the now open window. "Oh shit," Tony stated. He caught on to the ledge, his hand slicing on glass.

He reached out for Phyllis only to graze the edge of her coat. "Phyllis!"

She was pulled out quickly by the air and she began to fall, back first for the ground far below. Tony stared out at her for a moment, hand still outreached with a look of shock on his face.

He climbed back into the lab quickly, ignoring the pain and glass in his hand. At that moment Thor and Clint ran into the lab, both armed and ready for a fight. "Where is the Director," Clint asked.

"Get out there Thunder! Now!" Tony demanded. "She's falling completely unconscious!"

Thor wound up his hammer and quickly took off out the window. "I will be quick."

Clint shot at one of the androids that aimed at them. An arrow through the head and its hand fell limp. "Time to put on the suit Stark." Clint followed Tony out of the room, both running.

"I really think that we ought to rethink the security protocols of this ship," Tony said. "I've broken them down and now so has Baron von Struts His Stuff out there."


	10. Chapter 10

**Epic battle! I decided to try something knew with the way I wrote a battle seen so I hope you like it! XD**

* * *

**Fight.**

Hulk snarled, pulling the top off of a jet he stood on. He punched through the front window at whoever piloted the jet and ripped out the dashboard, quickly hopping to the next, grabbing onto the foot of one of the larger super-adaptoid's. It spun, kicking Hulk into the base.

…

Tony flew out of the base below where Hulk crashed and flew quickly by the androids. He looked grumpily at the number of androids and jets that flew around the base. "Where did they all come from?" He asked. Jarvis replied, "They're direction is unknown as their arrival was silent and unseen on radar." Tony frowned, "Let's make some fireworks then." His systems began to target the heads of all of the androids he looked at.

…

Thor flew down, grabbing Phyllis by the waist and then began to fly back up toward the base. "I am sorry if you are hurt," He said to her as he flew through a mass of androids that were zeroing in on him. "It is not by purpose of mine." He drew in a deep breath, aiming his hammer into the clouds and then brought it down to his waist, white streaks of lightning piercing every android around him. At least fifteen fell, their systems fried. Thor was suddenly sideswiped by a flyby, nearly releasing Phyllis in the process.

…

Natasha turned on the engines of one of the many jets. "Target the heads of the androids and destroy the fighter jets," She ordered. She and many other jets on shield deck took off, flying around in the sky. Natasha did a quick fly by and then hovered, her and Clint shooting at all of the androids that flew around.

…

It was chaos in the sky. Androids. Jets. Avengers. And super-adaptoid's flew and fought in the sky around the base. Some were trying to destroy the base while others tried to protect it. The Avengers worked with the other Shield members in the air at first targeting the smaller androids but it was as if there were hundreds of them all over. Men fought on the deck of the base, shooting at androids attempting to walk into base. Iron Man landed in front of the men, blasting and shooting each of the androids standing on deck.

…

Hulk jumped out of nook he'd created, aiming for the adaptiod that kicked him there. "Raaahhhhh!" He screamed. The super-adaptoid was just a little bit taller than Hulk with a shiny, sleek body that was similar to the smaller androids that flew around like flies. He latched onto its arm and kicked at its body, nearly breaking the arm off doing so. He let go and punched the adaptoid in the chest. He kneeled on top of it as it slowly descended on top of a jet just below. Hulk jumped off of it and arched for another adaptoid.

…

Thor flew up to the base, dispatching any who came near him quickly. Tony hovered at the edge of the deck and stopped Thor with his hand. "We need her with us, right now," Tony said. Thor gave him a baffled look, "But she is unconscious. What can we—" Tony slapped her across the cheek, leaving slight red marks on her face. "Why did you do that?" Thor asked, glaring at Tony. "You are just going to hurt her." Tony did it again and she blinked and then popped to attention. If it weren't for Thor's grip she would have fallen. "It was not I," Thor instantly said. She glared up at Tony, "That'll bruise." He lifted up his helmet and smirked, "You'll get over it. Now go and help the team." Tony looked at Thor, "Put her down, we've got work to do out there." Thor did so and they quickly left.

…

Phyllis joined Captain America and he threw her a gun off the ground. "They seem to drop if you shoot them in the head," He stated as he shot one, then two. Phyllis nodded and kneeled down. She quickly scoped them in and shot, one, two, three, four, five, six… Men fell in beside her and they began to shoot them. "Keep the doors guarded, no one gets inside!" she yelled. Two lines had formed in line with her and Steve and they shot at the androids.

…

Clint shot at an adaptoid, barely scratching their metal skin. "The bullets are barely doing anything to them." Natasha flew around, dodging another two adaptoid's and turned sharp around the base. "Aim at all of the nooks and crannies. They've got to have a weakness." Hulk jumped on top of their jet, bobbing it up and down a bit and then jumped off. "We are not a landing sight," Natasha fumed. "Where else is he supposed to land, it's not like he can fly." Clint smirked and shot at an incoming jet.

…

Thor was smacked down by an adaptoid. The super-adaptoid followed him down and grabbed him by the throat. Hulk landed on top of the adaptoid, punching at it's back with little le-weigh. Thor sneered and pulled at the hands, kicking it in the chest until he finally was released. He flew up above it, pulling his hammer above his head as it flew up at him with Hulk on it's back. "Yyyaahhhh!" He brought the hammer down over its head, crushing it flat. Hulk growled and then jumped off, clasping his fists together as he jumped at an oncoming jet. Thor watched momentarily as the adaptoid quickly descended to the earth below. Then he flew back into the fray holding his ear as he spoke over comms, "Smashing the heads of the super ones appears to stop them."

…

A bright blue blast lit up part of the already light day. Tony used his palms on the chest of an adaptoid that held him and was squeezing him. "Yeah, but not all of us have hammers Thor. We've got weapons-bullets." He flew in a tight circle, shooting at the adaptoid that followed him. "Perhaps beheading the super-adaptoid would do the trick sir," Jarvis said. "The crook of their neck is a flaw in their design and would not be able to take heavy blasts."-"Yeah, alright. Let's give it a shot." He targeted the adaptoid's neck, sending small rockets at the heavy robot.

…

Shield jets flew around, chasing other jets and androids and did their best to dispatch them. It was air warfare and so far they were winning, though not all of the adaptoid's had reacted to the action and still hovered at a distance only moving if Hulk came at them. Shield jets flew over the deck of the base, shooting down androids and taking on an adaptoid that threw itself through one of the wings and then moved on to do the same to a second. Their bullets did nothing and barely made them twitch. "Adaptoid is destroying the wings. Our bullets are doing nothing to it."

…

Phyllis moved to the back of the lines and reloaded her gun, making her way into base. "You catch that Thor?" She asked over comms. "Breaching on the hull, take care of it."-"Going to aid now," he said. Phyllis made her way to the controls of Shield, finding the crew quickly working to destroy a few tattered androids that were trying to take over. Agent Hill stood at the far right, shooting with her pistol. Phyllis scoped them and shot, one, two, and three, Agent Hill and others taking down the other three. "We need to get this ship over water now. We can't endanger those that may be below." She poked on the lead controls, "Give me an update Hill."-"How about a bullet to the back?" A man asked.

…

Agent Hill instantly began to shoot at Baron von Strucker that stood in the doorway to controls. An army of androids followed him and aimed at the crew, though none shot. "Hold your fire Agent Hill," Phyllis ordered. Agent Hill glanced over at her angrily but followed her orders. They needed to keep this ship afloat and not allow him to kill the entire crew doing just that. Baron smirked at Hill and then smiled at Phyllis, "Smart girl. So how've you been Subject 5? Good I see." Phyllis scowled at him. "What do you want?" He laughed, "I want to bring an end to this blasted organization, the same organization that killed us the first time. I don't want that to happen again."-"You can't beat Shield," She growled. "Why not?"-"Because we're just that, a shield." Suddenly a red, white, and blue shield spiraled into the room, dropping a few androids and Baron von Strucker.

…

The back of the jet Natasha and Clint flew in shot out and it began a rapid decent. "Stark, we could use a little help," She said. She and Clint quickly began to undo their harnesses and make their way for the back of the jet. "You realize he's going to—" – "Did the Black Widow just ask me for help?" Tony asked sarcastically. "This really must be a day of change." She rolled her eyes and readied her wrist gauntlets. "Just catch us Stark." And they both jumped out of the end of the descending jet. Iron Man flew down and grabbed each with a hand. Natasha aimed behind him with her gauntlets, one, two, and then three androids down. "I should really make you say please, but the situation is a little risky. I won't forget it though," Tony smiled.

…

Thor quickly flew by, latching Mjolnir under the arm of the adaptoid that was about to jump through a second wing like it was performing a dive into the pool. He dragged it out and then with all of his strength threw it, "Aaahh!" He purposely threw it at another adaptoid, them clashing together. He flew at them, aiming at their heads. "Be gone metal monstrosities!" He swung up, beheading one and then he spun and threw Mjolnir down at the second. He gave a small proud smile, holding his hand back out for Mjolnir as he watched them fall. "Five have fallen. Now five more to destroy."

…

A white blast of light hit Hulk off of his course and he fell with nothing to catch on to and no one to catch him. "Rrraaahh!" The adaptoid followed him down, standing on his chest as they rocketed toward the ground. Hulk growled and tore at its feet, scratching and ripping as he tried to roll from under its feet. "Gggaaw!" Hulk pulled its feet apart and flung himself around onto its foot, bashing it in the chest. "Grrr!" The adaptoid grabbed onto Hulk's face smashing him between its palms, once and then a second time. Hulk was momentarily stunned and the adaptoid arched its arm up and threw him like a baseball sailing for the ground.

…

Captain America swooped into Controls with a small team of men behind him. They instantly lined up and began to takeout the androids standing in their path. Steve preoccupied himself with Baron von Strucker. "Worry about the ship Director!" He yelled as he fought Baron. Phyllis focused on controls and touched the screens, changing the coordinates and rushing down the crew level. Steve was thrown over the ledge of the upper control level and Baron followed him, jumping and landing right next to him as he rolled out of the way. "Agent Hill. Evacuate everyone now. If we can't stop all of the androids, we need to make sure that we get as many of the crew safely away." The Captain was thrown into Phyllis, knocking them both to the floor. "No one leaves but me," Baron spat. "Shield dies today."

…

Tony dropped the two spies off on the deck to help try and take down an adaptoid that was punching into the deck. "What the hell are these things made of, adamantium?" Clint asked angrily. "Their practically invulnerable to bullets." Thor flew overhead and swung his hammer at its side, denting and unbalancing it. It fell to the side, falling on its butt. "They can't take much of a hit from Mjolnir," Natasha said. Thor threw the hammer at its head and it fell back in time to miss it. Thor went to punch the adaptoid but it kicked him across and over the ledge of the deck. "Most of them have been watching us the whole time, they've been calculating our moves." Clint frowned and watched as it pummeled the deck in an apparent angry rant. He hooked an arrow, "They haven't watched all of us." He aimed for the crook on the neck and let go.

…

"Four to go," Tony stated. "If you would, want to get the one at my heels?" Tony asked Clint. The adaptoid that flew behind him grabbed onto his ankle, squeezing and pulling him in closer to it. Tony shot at it, trying to get a good hit at its neck. But it is as if the head closed down over the neck, taking away its own weak spot. "Its neck is covered," Hawkeye stated. Tony grumbled, "Yeah, I've noticed. Try one of the other spots. Waist, arm, leg, just hit something. More power to the thrusters Jarvis."-"Yes sir." Tony suddenly pulled, using his thrusters to try and get away from the adaptoid. He was able to pull it closer to the base and Hawkeye took a shot at the arm holding Tony. It sparked, fizzled and then exploded in Tony's face. Tony flew backward toward the base and the adaptoid was barely jostled even though it lost an arm. "Well…" Tony said. "Partially worked. Thanks."

…

The three of them stood at the edges of the deck, shooting at any incoming threat. Nearly all of the androids have been destroyed and now Shield dealt with the few remaining jets that fled and the super-adaptoid's that hovered and slowly made their way closer to the base. Two more adaptoid's flew up, past the ship after Thor, one reaching for his cape. "Their heads are flat, one is even gone. How are they still working?" Natasha growled. Thor was grabbed and he unlatched the cape, turning to face the android with no head. "No more games metal man!" He lifted his hammer toward the skies and struck down on the adaptoid with lightning and strength. A ripple went through the adaptoid, shocking and sparking and then it burst. Thor fell toward the deck and the adaptoid was broken and definitely not working again. "He's getting tired guys," Tony stated. "He can't take them all down by himself." Suddenly a second, with a flat head jumped on top of Thor, feet first. A crack followed the impact and split all along the deck.

…

There was now seven adaptoid's standing along the edge of the deck. They didn't move and only stood, though they were aiming at anyone on the deck. Shield fighters hovered around the base, aiming at the adaptoid's waiting for their orders. "How are we supposed to beat these things?" Clint asked. "I'm running out of arrows and we don't have Tasers on us." Iron Man floated up and watched as every adaptoid arm followed him. "Well that's interesting. If they follow me off you could get this thing out of here." He took off and four out of the seven adaptoid's took off after him. "Sir, I believe they follow you due to the recently updated electrical blasts you added to your weapon systems," Jarvis stated. Tony flew away from the base, going through the clouds, circling and spinning in the air to dodge blasts. "I don't remember adding those but if they think it's threatening then it must be." The sides of his arms lifted up and little pockets lit up underneath, showing a large number of little black bullets. Electricity flowed between the tips of them, "Ah, now I remember these." He eyed the adaptoid's, "Fire."

…

From the deck they watched as brilliant blue light, much like lightning coursed through the sky. Multiple flashes lit up the sky and one by one adaptoid's fell out of the sky. Clint hooked his last arrow and aimed it at the Adaptoid that beat on Thor. "Gas arrow. It'll give you a chance to go and use the electricity units in your gauntlets." He fired the arrow and Natasha took off after it, turning her gauntlets around her wrists. She ran into the smoke to Thor and fired up at the wrist that was about to come down again and punch him. It began to come down slowly, blue sparks sweeping through its body and then in its head, its eyes glowing blue for a moment. It's system fried and it stayed there, hovering above them like a statue. "It's done," She said over comms. She turned and looked down at the battered Thor, "Though Thor needs medical attention."

…

Baron pulled Phyllis up by the neck, a snarl on his face. "Red Skull would love to see you again," He smiled. She glared at him, hitting her arms down over his hand so he'd drop her. She stepped back and then spun on her heel, kicking him across the face. She followed through and punched him across the cheek, making him fall to his hands and knees. Steve stood, stepping on his ankle before he tripped her. Phyllis put her knee on his back and sat, making him land on his stomach, "What are you really here for?" He turned his head over to face her; his left cheek sparked and shone shiny silver metal underneath. "He's an android?" Steve asked in surprise. Phyllis looked up, "No he's a distraction, and this whole thing is."-"Good job Director. Now what are our real goals for being here? Can you guess?" Steve got off of his ankle and kneeled down beside his head, "Information?"-"Good job Captain. Now, what for?" Phyllis looked up at Agent Hill, surprise written all over her face. "The Council." Agent Hill immediately ran out of the room. Baron laughed, "Yes. The Council. Kill the Council and you kill Shield. You can't stay in the air if your leaders are dead." His head sparked and a blank and dark look took over his face. Phyllis fell to her butt, looking up at Steve, "We can't let that happen."

…

Any adaptoid's left, stopped and took off. Leaving the base battered and bruised, barely staying in the air. "Where are they going?" Natasha asked. "Doesn't matter right now," Clint stated. "They're leaving. We've got to get our men inside and taken care of." He helped Natasha pick up Thor and they held him over their shoulders. "Thor, can you hear me?" His head rolled and he groaned, "Aye…" Tony landed on the deck and hurried inside, helping a few men up and into the base. "At least we know he survived," Natasha said. "I do not feel well," Thor mumbled. Clint lead the way through the door, "Well you were punched like a punching bag by an overly strong metal android. No one would feel good after that." Natasha stopped for a moment, pulling them to a surprised stop. "Where's Hulk?" Clint arched an eyebrow but didn't say anything.

…

"Grab him," A man demanded. He walked out of the back of a jet, looking at the scraps that were left of what was a super-adaptoid. He kicked a piece, eyeing it cynically. "Looks like they still need some work after all. Never perfect…" A small team of men, in what looked like brown-yellow bee suits walked out of the jet behind him and carefully put Bruce on to a gurney and hauled him inside the jet. "Baron, sir. What of the other Avengers? Do you wish us to put the kill order through to the super-adaptoid's above?" Baron von Strucker looked up into the sky, frowning. "No. Call them off. They got the message and we got what we wanted. Let us leave before they figure out that we have taken their comrade."


	11. Chapter 11

**Life Line. **

I gently rubbed the blood off of his hand, reopening the cuts in the process. He flinched from the pain a bit, though he didn't say anything about it. Anthony was quiet, contemplating a million things at once no doubt. I stitched up two of the deeper cuts on his palm and then bandaged his hand tightly.

I stood up and leaned against the counter. We sat in the infirmary on the base. Just a few hours ago it had been raided and nearly destroyed and it was put down on the water so they could repair the left front wing, as that was utterly destroyed. Now we regrouped, helping the injured, fixing the base, and calculating our next move.

"How does your hand feel?" I asked him.

He stared at it for a moment, "It hurts," he looked at my face, "How's your cheek feel? It's fairly purple now."

I rubbed it gently, having disregarded it. "In a few hours it'll be gone."

He frowned. "How is that we managed to lose our biggest, loudest, and most angry member of the team?" Anthony asked me. "We don't even know where they took him."

Silence filled the room, as neither of us knew what to say or where to begin coming up with any idea as to how we lost Bruce. The one thing we knew was that he was taken by A.I.M. due to the relative robot mess we found and no trace of him having left the spot by himself. There were multiple footprints around the zone he'd fought in and they stopped appearing where what looked like a jet or helicopter had landed and taken off.

Knock. Knock.

Natasha stood in the doorway. She looked in at us with a different look that wasn't normal. She actually looked vulnerable and maybe truly happy. "Ivan is awake now and he has a lot to share with you."

"Good, good. Anthony I want you to begin putting out a trace for any gamma radiation. Something is better than nothing."

He nodded and stood up. I followed him out of the small clinic room and Natasha walked beside me. "He's hard to understand because of the wounds he's sustained but what he's trying to say is clear and to the point."

We turned off to the left and Anthony kept going to the elevator that'd take him up to the relocated science division. Natasha walked into the room first, smiling at the man who lay in the center of the room. He smiled shakily and held his hand up for hers. When I entered he looked past her and at me, a look of surprise and pain crossing his face as he stared.

"Phy-Phyllis?" He asked in a rough voice. He was an old man with long, thin white hair that lay flat to the sides, deep hazel eyes, old, wrinkled skin. He looked tough, bruises that'd be blue-green on Natasha or me were deep purple on him and nearly all of his face was bruised and discolored because of it. "I believed…you dead.."

Phyllis gave him a sad smile and moved to the other side of him. "Part of me believed I was." He grabbed onto my hand and gently felt it to make sure it was real. "I am sorry I did not say anything to you Ivan. Life is not always kind to those that are kind to it."

He snorted, slightly choking on his laugh. "I..know."

Clint and Steve came into the room and stood against the side counter. Natasha gently released his hand, "I will be right over there," she said, pointing beside Clint. "I'll still be in the room." He followed her finger and nodded.

I pulled a stool up beside the bed and sat down, holding onto his hand still. "How are you feeling Ivan? Hopefully not to pained."

He smiled at me, "Not pained." He coughed suddenly and dragged the blanket to cover his mouth. When he put the blanket down, spots of blood stained the blanket. He didn't take notice of it and just looked back up at me. I glanced up at Natasha, seeing the worry and sadness all over her face.

I quickly looked back down at Ivan and smiled as if nothing were wrong. "So, Mr. Petrovitch, you have something you wanted to tell me?"

He nodded.

"I know where Baron is located," He began. He took in a deep breath and began smoothly. "A.I.M. is located in Black Mesa, Colorado. The base is located both above and below ground. When I heard they were coming back I began to dig deeper and when I got close, Baron took me."

Ivan breathed haggardly. "He took me into the base with only a sack over my head. I couldn't see much but from what I saw, there were only androids inside." He paused to breath for a moment, closing his eyes tightly.

I touched the top of the blanket lightly and pulled my finger away, blood barely noticeable on the tip of my finger. This wasn't good. He had internal bleeding that our machines hadn't been able to stop… Natasha held her hands together in front of her, rubbing her fingers nervously together. Clint had his arm around her shoulder but acted as though nothing were odd about it. He was the support she needed and deserved and as much as she may not like it, she knew it was true.

Steve watched casually from the side, taking in the seriousness of the blood and what that means for Ivan. He gave me a sad smile as he noticed the sadness I couldn't hide from the surface.

"The rumors of A.I.M. being back up and running I believe are false," Ivan breathed. "I do not believe he has but a few brutes working for him while he makes the androids, no scientist would be stupid enough to ruin their career to work for him." He sighed and shook his head. "I may be wrong but I believe he is lashing out by himself, trying to end his enemy before they can stop his larger goals."

I smiled, "World domination again?"

Ivan laughed, "Aren't they always predictable? Not many think of something original anymore."

"Well Ivan I have to go now," I said, giving his hand a gentle squeeze.

"Just remember that he isn't alone." Ivan stated.

I nodded, releasing his hand. "Get some rest old man." It was hard seeing him like this and even harder knowing he wasn't going to be with us much longer. I walked out of the room quickly, not saying anything to the others as I did.

"How well did you know him?" a man asked, scaring me when he put a hand on my shoulder. "I didn't mean to scare you Director Thompson."

"It's okay." I turned around and faced the Avenger. Steve stood awkwardly beside the doorframe with his hands in his pockets. He wore his suit with a brown leather jacket over it. "There was a span of just a few years where he had trained me. I didn't know him like Natasha does but he was and is a friend."

"Why didn't you say goodbye to him then?" Steve asked.

I looked up at him, tears welling in my eyes. "In some ways I believed that you were lucky to have been in the ice for so long." He gave me a confused look. "I have known so many people through the years. I've watched them grow old and weak while I stay strong and young. I've seen too many die, have said too many goodbyes and I don't want to say goodbye anymore." I laughed slightly crazily. "I know it sounds stupid but it's hard to handle losing everyone you know."

"It's not crazy," he said.

For a moment I just stared at him, "I'm so sorry Steve." He knew many of the same people I did but because he was trapped in the ice he hadn't been able to say goodbye to them. He hadn't got to do the same things I did, see the same things I did, meet the same people I did. "I shouldn't be complaining in front of you."

I squirmed uncomfortably, "I'm going to go and talk to Agent Hill and Anthony. I'll be back in twenty with a plan."

As I began to walk away Steve stopped me, dragging me into a hug. He didn't say anything and neither did I.

It only lasted a moment before I broke it and left. I pushed him back, not forcibly, just enough so I could leave and get back to rescuing a teammate and stopping a threat.

* * *

**Sorry I didn't update for so long. Life's been pretty busy! Hopefully though, this chapter is good to read and you all like it. Kind of sad but not too bad. For a time I had forgotten about this story and so I had to go through and reread my chapters and figure out where I was going. I did! :P I'll be back to it and you'll get some more chapters for it. **

**I may even do a sequel… :P **

**Leave a review and tell me what you think about the story so far!**

**XD**


	12. Chapter 12

**Rumble**

I stood behind the pilot seats where both Clint and Natasha sat, piloting the jet. In the distance, we could see the grey building that was A.I.M.'s base of operations and exactly where Baron had gone. As far as we could tell, he was alone, aside from Bruce, who was supposed to be with him still.

The building was a batteries seller up front but underneath was a very high tech robotics workshop. The fair sized parking lot was empty, and no one drove near the building, as it was the last, at the edge of the city. Nice distance at least to protect the city from any blasts from the building if it came down to that.

"Land next to Thor down at the far edge of the lot," I said, pointing down to the Thunder God. I walked up to the back hatch as we began to land, pressing on my comms piece in my ear. "What have you got for us Anthony?" I asked.

Steve unbuckled and stood beside me, pulling his mask over his head. "We capture the Baron and find Bruce. Seems almost too simple," He noted, looking at me as he spoke. "His men were evacuated yesterday, why would they be evacuated? Why wouldn't he leave with them?"

"It was a mandatory evac," Anthony said over comms. "He doesn't have to follow the rules being as it is his association. There is no doubt that he called for it so that whatever he's got planned, he can go through with it without harm to his puppets."

The hatch opened and we walked out, meeting Thor and Iron Man outside beside the jet. "I found that he has a very lax security system on the top floors, but one of the most high tech systems on the bottom three floors." Anthony's mask slid up, "I've got the blueprints downloaded to my suit. Second floor is open space for possible items like giant robots or planes. Third floor is the technical division where he creates his machines and any toy he wants."

"Then he most definitely knows we're here," Clint said as he and Natasha grouped with us. "What I'm wondering is, if he does, then why hasn't he done something about it? Wouldn't you send out your giant bots to keep us from going inside?" He asked Anthony, receiving a nod from him.

"He wants us to go inside," I grumbled. "He may not be the one to directly attack us but he'll have something for us." I looked over at the building and then back at the group. "Iron Man, I want you to find Banner. Thor, Hawkeye, figure out what's in the second floor and disable all of it. Black Widow, Captain, we'll find Baron von Strucker."

"Send me that download Iron Man," Natasha ordered.

His mask flipped down and after a second he flew off, heading into the building. Natasha grabbed out what looked like a cellular device and clicked open the download Anthony sent her.

We quickly ran into the building, sweeping through the first floor for any possible threats and making our way down the bottom flights that weren't legally part of the building. Thor and Hawkeye split off once we got down to the second floor. We kept on, going down to the third and last floor of the basement section.

The third floor however, was littered with rooms.

"What's with so many doors?" Captain asked quietly.

"A ploy," Natasha whispered. "Some are rigged to explode or shoot whoever opens the wrong door. Recently added to the floor." She silently counted as she looked down at her device. "Next left, fourth door on your right is the main science lab."

Steve led the way with his shield prominently in front of him. After the left turn, he counted to the fourth door and slowly opened it into the lab. It opened to blackness. I switched on the light under my handgun and peered around the walls beside us for lights.

Three switches lit up the entire room.

"Welcome Avengers," Baron greeted with a cheeky smile.

He stood in the middle of the room beside a table on which lay an android unlike any of the others we have fought against. It was smooth, seamless, and flawless. It had a mock face with black holes where eyes would light up. Baron stroked a smooth arm of the android, looking down at it with pride.

Steve stayed in front of me, glaring at the man. "You're coming with us Baron von Strucker."

Natasha stayed outside of the room, looking in from the edge of the door. I could hear her bracelets power up with a few sparks of energy. "I can immobilize him from here," She whispered on her comm. "We shouldn't allow him to waste time."

"Is that so?" Baron asked in a mocking tone. "And how exactly do you plan to do that when Iron Man is going to power up my machines in approximately ten seconds?"

My eyebrows furrowed in as I scowled. In no way would Anthony knowingly do that. He was going to find Bruce, how could there be any connection to the power grid? "Do it."

Natasha turned into the doorway, shooting at Baron. She caught him in the shoulder and upper thigh and he fell to the floor with a groan of pain. "You are done Baron. Shield will be taking you in and you won't be seeing any light for a long time."

"You're right," He grumbled. "But not in the way you are thinking."

…

Iron Man flew through the third floor, searching each room, careful not to open the wrong door. He came to another science lab, like the others it too was completely dark. The banging door must have woken someone because a groan sounded at the far back of the lab.

"Jarvis, turn on the lights," Anthony demanded of his A.I.

Instead of the lights turning on, electricity sparked and began to electrocute Dr. Banner at the far back of the lab. Bruce screamed out in agony, his eyes flying open and immediately beginning to turn green.

Anthony put his hand in front of him instinctively, and he gaped at the sight before him. "Turn off the lights Jarvis!"-"I cannot sir. It cannot be stopped now that it has started." An electrical pathway grid popped up on his screen. "It appears that the energy from Hulk and Dr. Banner has begun a mass power surge within the building."

Iron Man flew over to the doctors changing form, shooting off the chains that bound him to the wall. "What is it powering?"-"I cannot tell Sir. The energy goes directly to the second floor and to the main science lab on this floor."-"Can we diverge the power in any way?"-"No. You can only stop the power flow by disconnecting the power poles connecting to Dr. Banner's back."

Hulk pulled away from the wall, baring his arms out at his sides as he roared.

…

Bursts of blue-white electricity sparked through the floor of the second floor. Feet were quickly highlighted in the burst of light and continued across a fifty yard expanse of rows going to the back of the floor. Eyes lit up a blue color, multiple pairs standing every foot beside, in front, and behind each other all the way to the back of the large room that was the second floor.

"This does not look good my friend," Thor commented.

Hawkeye immediately pulled back his bowstring, aiming around at any and all androids in front of them. "No kidding," He stopped counting in his head once he got past sixty. "We can't fight them here or anywhere and we can't let them get out."

"Perhaps we take out the ceiling?" Thor asked as he looked up at the industrial strength the ceiling had to not cave in on the floor. There were beams, heavy, metal beams, pipes, concrete, etc., etc.

It'd be a risk to the buildings structural integrity…

"Do it."

Thor nodded to the Hawk before jumping off toward the ceiling, his hammer winding up at his side. All robotic eyes turned up, watching Thor take off into the air. The Thunder God bashed the center of the ceiling, going through metal beams to do so. A great rumble quaked through the entire building. Lines of light appeared in the cracking concrete, beams and pipes beginning to crack and break against the caving weight of concrete chunks.

A second hit on the ceiling and it began to come down like a single layer of rain, all on top of the androids and Hawkeye.

Hawkeye immediately ran for the hallway and then for the stairs as quick as he could. "That could have gone better," He grumbled as the floor quaked under his feet from the resounding booms echoing through the complex.

…

The ground quaked under our feet, making us all unstable.

"We need to leave," Natasha said with urgency.

The android beside Baron sat up with alien grace and looked down at its creator with glowing blue eyes. "Kill them all," Baron growled, still gripping the wounds on his shoulder. "Kill the Avengers." The androids head did a complete 180 to look directly at us.

The glow increased in its eyes.

"Time to go," Steve ordered, pushing me back through the door.

A blast of white light shot behind us, incinerating all the way through to the next hallway.

"Regroup on the lot!" I ordered over comms.

"Already there," Hawkeye stated. "You may want to hurry to get out before it too goes down."

I glared at the space in front of me as we ran for the stairs, taking them two and four at a time, pushing pace as quickly as we could to get to the upper levels. With how much the ground and building were shaking it was not going to stay standing much longer.

Natasha let out a sharp gasp as the second floor stairs disappeared beneath her. I dropped down to my knees, barely catching her by the arm, Steve catching on to my belt to keep me from going over the edge myself. "You okay?" I asked her with a smirk.

She nodded as a look of relief swept over her.

Many a time we were tripped up before we finally made it out of the building. The parking lot too rumbled dangerously below us and we weren't close to any side to get off of it. That's when it fell and the three of us were left to free-fall some thirty feet with the concrete.

…

"Hey…" A voice grumbled at my side.

I blinked multiple times, taking deep, painful breaths. "What—"

"Don't move," He ordered. "We don't know if anything is broken."

"Who…" I looked up at the face, focusing on the hard edges and small eyes. "Hawkeye?" He had the stern look that only Hawkeye could manage.

He nodded, giving me a small smile. "One and only. How do you feel?"

"Like I've been hit by a semi," I groaned. I began to move and he steadied me, slowly helping me into a sitting position. "Well you're better off than the other two at the moment." He looked over my left shoulder and I instantly looked behind me.

Steve lay unconscious, on his face, on top of a concrete slab. Thor was at his side, gently talking to him and seeing if he would wake.

"Where's the Spider?" I asked, not seeing her in any of the debris. Though I couldn't see very far past the dust cloud that hung in the air. "Is she—"

"Thor was able to pull her out before she fell," Hawkeye stated. He looked down at the ground. "We knew that she would not survive the fall…"

"But we had a much higher chance," I finished. "That was the right choice."

I began to get up and felt a piercing pain in my right thigh. "I-eee!" I looked down at my thigh which has a long cut in the side of it. "I thought you said you didn't know if I were hurt?" I growled, grabbing on to my thigh.

"I knew you wouldn't feel the pain until you consciously realized it."

I nodded, scowling angrily at my leg. "There's something inside of it." I slid my fingers into the long cut, finding a partial piece of metal that had gone into it. Hawkeye pulled an arrow out and held it out for me to take. I opened my mouth and I bit down on it, hard, as I began to pull out the piece of metal. "Ahhh!" I screamed as the sliver came out. "Faaa…" I looked up at the sky, my eyes watering as the pain of it was…fierce!

Hawkeye began to instantly wrap my leg with the cloth from around the wound, tying them tightly around my thigh. I glared at the bird at the first bit of pain and then growled, looking up at the sky again.

"I think that the Captain may be hurt," Thor said. "He is not waking."

Clint finished quickly and raced over to his side, slowly flipping him on to his side. His mask split and fell to the sides of his neck the moment he was moved. A trickle of blood raced down his cheek. Hawkeye flipped him on his back, checking his pulse quickly. "He's alive. Severe concussion. Possible internal injuries but none prominent on the outside."

I let out a breath of relief falling back on to my back. "Thank you…"

"Bring him up to the top." The bird demanded.

I looked past my head to see that the building had also fell into this…pit that was only a short time ago a parking lot and two-story building. The building still rumbled quietly as debris settled and rolled off the mound, the dust settled, and everything just stopped.

"How did this happen?" I asked the air.

Hawkeye came back over to my side. "Thor took out the second floor ceiling and everything quickly went down after it. Little too much power I think," He smirked. He quickly defended the action with, "A large android army was powering up."

"And what of Hulk, Iron Man?" I asked.

"Yet to be accounted for."

My heart instantly skipped a beat.

"C'mon," He held out his hand to me. "Lets get you out of here before you begin to dig a hole to China, Director Thompson." He grabbed my hand when I initially didn't. The bird helped me to my feet, pulling my arm over his shoulders. "He'll get out Phyllis."


	13. Chapter 13

**Capable.**

"You sure know how to make some noise Director," A familiar voice stated.

Nick stood beside me, his arms crossed over his chest and a peeved look on his face. He was definitely disappointed in me, but so was I. Two of my men were missing and have yet to surface from the destruction that we-well Thor created. But I don't even blame him for it. I blame myself completely for the events that took place. Not Thor or any other member of the team-just me.

He bent down, eyeing the bloody rags around my leg. "Still hurt?" he asked. I nodded. He looked at the blonde and red mop of hair in my lap as I gently dabbed at the wound on the line of his hair. "And him?"

"Severe concussion, three broken ribs and two fractured. Other than that just some cuts and bruises." I watched the rise and fall of his chest. "His body has already begun the healing process."

Nick looked at me, a frown growing. "And how about your healing processes?" I didn't look at him. "I've known you for forty five years Phyllis, you can't hide how you're feeling from me. I can see it in the way you furrow your brows that you blame yourself for what happened."

A couple of Shield EMT's came over and lifted Steve on to a gurney, wheeling him away. I watched them so I didn't have to look at Nick. He was absolutely right and he knew me to well for me to be able to hide it from him.

"Two are buried in the rubble and one is injured Nick-I," I gestured to myself. "I failed this mission. I didn't get my men and not all came out unscathed."

"Two," Nick growled. "Two are injured."

I looked down at my leg.

"You are the leader of this team and as such a part of the count. What happened was beyond your capabilities to stop Phyllis, what has or has not happened to Stark and Banner were beyond your abilities."

I looked up at him, "How is it that I am always the one you have to coddle?"

He smirked, laughing lightly. He didn't have to say why though, we both knew. I was frozen at nineteen, tortured, put through so much pain, and having to lose both family and friend more than any can count…it was amazing how sane I still was. It was questionable how long that sanity would last, which lead to me being coddled by Nick.

He stood up, giving me a hand. "You need medical attention Director."

I grabbed his hand, slowly getting up without putting too much pressure on my leg. Shield members crowded around the area, keeping the local news and public enforcement at bay while they cleared the area and searched for Anthony and Bruce.

There was a sudden rumble in the ground, making everyone wobble dangerously. Nick put an arm around me, holding me on my feet as the rumble passed. The men in the pit backed away from the mound that was once a building as debris rolled down it. There was another rumble, making the men in the pit disperse to their rope lines. One by one they began to climb up it as the rumbles continued in rapid succession.

"I think they have found us," Nick stated, looking down into the pit.

There was one last crash that sent rock and metal flying in all directions. A hulking figure stepped out of the debris, dragging two much smaller people with him. He fell on his butt, breathing deeply and actually looked kind of tired. What was that, four floors worth of debris to punch through?

Anthony crawled away from Hulk, hacking harshly, his helmet off and gone. The second was Baron von Strucker. He lay unconscious and bleeding beside Hulk, full of dirt and little pebbles.

My eyes widened at the sight.

"Get them out of there and cuff Baron." Fury ordered, pointing at the three in the pit.

Men jumped back off of their ropes and helped Anthony, bringing him over to a lift that he sat on. His right hand glove was missing and the second was broken but still on, some of his chest piece was dangerously dented and he didn't look very maroon or gold at the moment.

After cuffing Baron von Strucker, they placed him on the lift and pulled him up. They brought him directly to one of the medical vans, fixing him up and making sure he was alive.

Hulk changed back into Bruce and he was lifted up to the mainland, holding a shirt around his waist. Another came up and gave him a pair of clothes, allowing him to change where he couldn't be seen.

Nick dropped me off with some of the EMT's and walked over to the one that held the Baron. I laid on the gurney, a smile of relief on my face. Knowing they were okay was the best feeling in the world at the moment.

"That's a nasty cut," Anthony said from the mouth of the vehicle.

"Good to know you're okay too," I smirked, looking up at him.

He was covered with a fine layer of dust and drank quickly from small Dixie cups that an EMT handed to him. "Just a little thirsty is all," He said after his fourth Dixie cup. "It started to really stink down there with how much Hulk was sweating. I've never really realized how much he can smell."

I looked at him, serious now, "Are you okay Anthony?"

He pointed at me, taking a breath after a gulp. "You know, you are the only one still to call me Anthony."

"Anthony!" I growled.

He smirked. "I'm perfectly fine Director. Which I can't say for you or the Cap." He pushed his way passed the EMT who was cleaning my leg and sat down on the bench. "If it weren't for Hulk, I may not have made it out of there." He lifted up his gloveless hand, "My only weapons were broken in the collapse." He held up his second, the light in his palm blinking in and out.

I sighed, tapping the metal piece in his chest. "And this?"

"Power was running low, needs to rest to charge."

I lay back down, biting my lip at the pain of the EMT dabbing alcohol on the wound. Anthony silently stayed right there, watching tentatively as the EMT began to stitch my leg. "You came right over didn't you?" I asked. He was still clearly filthy which could mean that he didn't go to a medical vehicle to be checked for injury or to get a wet rag to wipe the dust off.

He stared at me for a long moment, "You just came back into my life Phyllis."

"Thank you."

He was about to say something and then closed his mouth. I smiled, looking down as the man pulled through a couple more stitches. "You never did answer my question Anthony." I gave him a serious look. "Are you okay?"

He nodded. "Just a few rocks nicked me. Hulk was able to block most of them luckily. Don't ask me how but Baron found his way into our little pocket of space," He rolled his eyes, sighing. "I knocked him out the minute he was about to say something."

"There's something else moving underneath the rubble!" A woman yelled. "It's moving again!"

Anthony stood up and walked to the doors, looking around to see what was going on. "Was there someone else in the rubble?" He looked back at me, slightly worried. "All of us are accounted for right?"

"Not someone-something."

Anthony jumped out, hopping away.

The man began to work quicker with my leg, finishing as quickly as he could. "Just make sure it won't get infected." I said. He nodded, grabbing a wrap from one of the shelves. He put ointment on the long gash and then wraps it with gauze and tan wrap.

"Everyone get out of the pit!" Nick was beginning to yell orders, which meant that something was going on that shouldn't be. "Ready your weapons."

I hobbled out of the back of the medical van. The EMT quickly caught up with me, handing me a crutch to use. He stayed at my side as I walked over to Nick.

"What's going on?" I asked.

Nick looked down at me quickly before looking back down into the pit. I looked down into the pit, noticing the slight heave and fall of the rubble. That was a lot of rubble to move so rhythmically. Then suddenly it burst in white light, any debris that flew being disintegrated.

"Take aim!" Nick ordered.

"It's one of Baron's androids. It's different than any of the others," I said. "More powerful than any of the others."

The light disappeared and in its wake stood about seven androids, one white one that had been lying on the table beside Baron. Each of them looked bent and hurt, not really working perfectly. The white one stood in the front, leading the small group.

"Shoot!"

The sounds of gunshots sounded, deafening any other noise.

Every one of the black androids fell but the white one stood.

The shooting paused, everyone waiting for what would come next.

The Avengers, aside from Steve, stood around among the men and women who had shot down at the androids. "Orders Director?" Hawkeye asked over the crowd.

I pointed at the android, "Shoot at the head and heart Hawkeye. Thor-lightning." They were my only two weapons that could possibly work against this.

Multiple things happened simultaneously. One could say lights-camera-action! And in another ten seconds it was over.

The android still stood but it was clear that its systems were failing it. Its body was no longer fully white as what looked like black burn marks were all over along its body and its eyes blinked in and out. It took a step forward, one leg moving forward, the other breaking off at the knee.

There was a sudden blast off from the left and it shot right through many of the burnt parts of its body and it began to crumble. "That'll be the last of that," Anthony grumbled. Doesn't need much rest then.

Nick let out a short breath, grabbing his hands behind his back. "Clean up everyone." He began to walk away and I quickly followed him. "The team seems to listen well to you, you've obviously done something good."

"It's definitely not a perfect union."

"But it is a union none the less."

I eyed him curiously. "What are you getting at Nick?"

"You'll be staying on as Director for a time longer."

"The Council no longer wishes you to be Director?"

He nodded. "They see that you have more control over the team. You've been able to keep them together, in a sense on a leash, much better than I have. That is exactly how the Council want them to be handled."

"It's lucky that I've had any power at all over them," I sighed. "I am surprised that they listen to me at all after my first introduction. Though, I do believe that I have at least proved myself somewhat."

"You've proved yourself capable."

I looked ahead, a slight smile pulling at my lips. "Well I can tell you that the Avengers will probably have a week off to do whatever which the Council will not appreciate."

He smirked.

* * *

I walked into the foyer, unable to stop smiling. At my side Steve set a couple of suitcases down, laughing lightly. "This is the most I think I've seen you smile since you began as Director."

I turned and looked around at him, a toothy smile on my face.

"Hello Steve," A happy voice greeted. "And his lady friend."

I turned on my heel, my smile less as nerves suddenly took over. "Miss Pots?" I asked, holding my hand out to her. She nodded, wondering who was asking. "I am Phyllis Thompson."

"Oh," Her mouth dropped and she put her hand over it. "Oh! Oh! Oh my God." She smiled at me, her cheeks turning red. "I can't believe it. Tony told me the quick version of your relationship with him. He's very happy you decided to come."

"So is she," Steve said, gesturing to me.

Pepper quickly shook my hand. "It's wonderful to meet you Miss Thompson."

* * *

**And that's the end. **

**Thanks to all my fans and favoriters! Your support was great and I hope you liked it! There are plenty of ways it could end, plenty of ways it could go on. It could not even be the end. But I liked this ending, I thought it was cute! I wanted her to meet Pepper so badly just because I love Pepper so much and when Iron Man 3 comes out...Epic! I may have to do another Phyllis story. Definitely no promises!**

**Thanks again :)**

**I hope you liked!**

**XD**


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